SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K

[X]  Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange
     Act of 1934

     For the fiscal year ended March 31, 1998 or
                               --------------
[ ]  Transition report pursuant to Section 13 or 15(d) of the
Securities
     Exchange Act of 1934

     For the transition period from               to
                                    -------------    ------------
Commission file number 0-19443
                       -------
         Boston Capital Tax Credit Fund II Limited Partnership
-----------------------------------------------------------------
-------------
         (Exact name of registrant as specified in its charter)

       Massachusetts
04-3066791
--------------------------------
-------------------------------
 (State of other jurisdiction of                       (I.R.S.
Employer
incorporation or organization)
Identification No.)

One Boston Place, Suite 2100 Boston, MA
02108-4406
----------------------------------------------
-----------------------
(Address of Principal executive offices)                   (Zip
Code)

Partnership's telephone number, including area code:
(617)624-8900

-------------
Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each
exchange
    Title of each class                          on which
registered
   --------------------
----------------------
           None                                         None

Securities registered pursuant to Section 12(g) of the Act:

                       Beneficial Assignee Certificates
                       --------------------------------
                               (Title of Class)

Indicate by check mark whether the Partnership (1) has filed all
reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of
1934 during the preceding twelve months (or for such shorter
period that the
Partnership was required to file such reports), and (2) has been
subject to
such filing requirements for the past 90 days.
YES   X    NO
    -----     -----


Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained
herein, and
will not be contained, to the best of registrant's knowledge, in
definitive
proxy or information statements incorporated by reference in Part
III of this
Form 10-K or any amendment to this Form 10-K.   __

                                               |XX|

                    DOCUMENTS INCORPORATED BY REFERENCE
                    -----------------------------------
The following documents of the Partnership are incorporated by
reference:

               Form 10-K
                 Parts                        Document
               ---------                      --------
               Parts I, III        October 25, 1989 Prospectus,
as
                                   supplemented

               Parts II, IV
            BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP
          Form 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31,
1998

                              TABLE OF CONTENTS

                                    PART I


Item 1.   Business
Item 2.   Properties
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote of
             Security-Holders

                                   PART II

Item 5.   Market for the Registrant's Limited Partnership
             Interests and Related Partnership Matters
Item 6.   Selected Financial Data
Item 7.   Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations
Item 8.   Financial Statements and Supplementary Data
Item 9.   Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure

                                   PART III

Item 10.  Directors and Executive Officers
             of the Partnership
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial
             Owners and Management
Item 13.  Certain Relationships and Related
             Transactions

                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K
          Signatures

                                    PART I
                                    ------
Item 1.     Business

Organization
------------
    Boston Capital Tax Credit Fund II Limited Partnership (the
"Partnership")
is a limited partnership formed under the Delaware Revised
Uniform Limited
Partnership Act as of June 28, 1989.  The General Partner of the
Partnership
is Boston Capital Associates II Limited Partnership, a Delaware
limited
partnership.  Boston Capital Associates, a Massachusetts general
partnership,
whose only two partners are Herbert F. Collins and John P.
Manning, the
principals of Boston Capital Partners, Inc., is the sole general
partner of
the General Partner.  The limited partner of the General Partner
is Capital
Investment Holdings, a general partnership whose partners are
certain officers
and employees of Boston Capital Partners, Inc., and its
affiliates.  The
Assignor Limited Partner is BCTC II Assignor Corp., a Delaware
corporation
which is wholly-owned by Herbert F. Collins and John P. Manning.

    The Assignor Limited Partner was formed for the purpose of
serving in that
capacity for the Partnership and will not engage in any other
business.  Units
of beneficial interest in the Limited Partnership Interest of the
Assignor
Limited Partner have been assigned by the Assignor Limited
Partner by means of
beneficial assignee certificates ("BACs") to investors and
investors are
entitled to all the rights and economic benefits of a Limited
Partner of the
Partnership including rights to a percentage of the income,
gains, losses,
deductions, credits and distributions of the Partnership.

    A Registration Statement on Form S-11 and the related
prospectus, as
supplemented (the "Prospectus") was filed with the Securities and
Exchange
Commission and became effective October 25, 1989 in connection
with a public
offering ("Offering") in series 7, 9 through 12, and 14.  The
Partnership
raised $186,337,517 representing a total of 18,679,738 BACs.  In
1991, BACs
were offered and sold to certain residents of the Commonwealth of
Pennsylvania.  The provisions of Section 201 of the Pennsylvania
Securities
Act of 1972, relating to the registration of securities, may not
have been
complied with, in connection with, the offer or sale of some of
the
securities.  Accordingly, the Partnership offered to repurchase
these
securities, at the investors option. Three investors holding
6,100 BACs
representing $61,000 accepted the Partnership's offer to
repurchase.  In 1993
the Partnership repurchased the BAC's with an effective date of
December 31,
1992.  The Partnership completed sales of BACs in all Series on
January 27,
1992.

Description of Business
-----------------------
    The Partnership's principal business is to invest as a
limited partner in
other limited partnerships (the "Operating Partnerships"), each
of which owns
or leases and operates an Apartment Complex exclusively or
partially for low-
and moderate-income tenants.  Each Operating Partnership in which
the
Partnership invested owns Apartment Complexes which are
completed,
newly-constructed, under construction or rehabilitation, or to-be
constructed
or rehabilitated, and which are expected to receive Government
Assistance.





                                   1



Each Apartment Complex has qualified for the low-income housing
tax credit
under Section 42 of the Code (the "Federal Housing Tax Credit"),
thereby
providing tax benefits over a period of twelve years in the form
of tax
credits which investors may use to offset income, subject to
certain strict
limitations, from other sources.  Certain of the Apartment
Complexes also
qualified for the historic rehabilitation tax credit under
Section 48 of the
Code (the "Rehabilitation Tax Credit").  The Federal Housing Tax
Credit and
the Government Assistance programs are described on pages 67 to
92 of the
Prospectus, as supplemented, under the caption "Government
Assistance
Programs," which is incorporated herein by reference.  Section
236 (f) (ii) of
the National Housing Act, as amended, in Section 101 of the
Housing and Urban
Development Act of 1965, as amended, each provide for the making
by HUD of
rent supplement payments to low income tenants in properties
which receive
other forms of federal assistance such as Tax Credits.  The
payments for each
tenant, which are made directly to the owner of their property,
generally are
in such amounts as to enable the tenant to pay rent equal to 30%
of the
adjusted family income.  Some of the Apartment Complexes in which
the
Partnership has invested are receiving such rent supplements from
HUD.  HUD
has been in the process of converting rent supplement assistance
to assistance
paid not to the owner of the Apartment Complex, but directly to
the
individuals.  At this time, the Partnership is unable to predict
whether
Congress will continue rent supplement programs payable directly
to owners of
the Apartment Complex.

    As of March 31, 1998, the Partnership had invested in a total
of 310
Operating Partnerships; 15 Operating Partnerships on behalf of
Series 7, 55
Operating Partnerships on behalf of Series 9, 46 Operating
Partnerships on
behalf of Series 10, 40 Operating Partnerships on behalf of
Series 11, 53
Operating Partnerships on behalf of Series 12, and 101 Operating
Partnerships
on behalf of Series 14.  A description of these Operating
Partnerships is set
forth in Item 2 herein.

    The business objectives of the Partnership are to:

  (1)   preserve and protect the Partnership's capital;

  (2)   provide current tax benefits to Investors in the form of
(a) Federal
        Housing Tax Credits and Rehabilitation Tax Credits, which
an Investor
        may apply, subject to certain strict limitations, against
his federal
        income tax liability from active, portfolio and passive
income, and
        (b) passive losses which an Investor may apply to offset
his passive
        income (if any);

  (3)   provide capital appreciation (except with respect to the
Partnership's
        investment in certain Non-Profit Operating Partnerships)
through
        increases in value of the Partnership's investments and,
to the extent
        applicable, equity buildup through periodic payments on
the mortgage
        indebtedness with respect to the Apartment Complexes;

  (4)   Provide cash distributions (except with respect to the
Partnership's
        investment in certain Non-Profit Operating Partnerships)
from a
        Capital Transaction as to the Partnership.  The Operating
Partnerships



                                    2






        intend to hold the Apartment Complexes for appreciation
in value.  The
        Operating Partnerships may sell the Apartment Complexes
after a period
        of time if financial conditions in the future make such
sales
        desirable and if such sales are permitted by government
restrictions;
        and

  (5)   provide, on a current basis and to the extent available,
cash
        distributions from the operations of the Apartment
Complexes (no
        significant amount of which is anticipated).

The business objectives and investment policies of the
Partnership are
described more fully on pages 44 to 52 of the Prospectus, as
supplemented,
under the caption "Business Objectives and Investment Policies, "
which is
incorporated herein by reference.

Item 2. Properties

  The Partnership has acquired a Limited Partnership Interest in
each of the
three hundred ten Operating Partnerships in six series identified
in the table
set forth below.  In each instance the Apartment Complex owned by
each of the
Operating Partnerships is eligible for the Federal Housing Tax
Credit.
Occupancy of a unit in each Apartment Complex which initially
complied with
the Minimum Set-Aside Test (i.e., occupancy by tenants with
incomes equal to
no more than a certain percentage of area median income) and the
Rent
Restriction Test (i.e., gross rent charged tenants does not
exceed 30% of the
applicable income standards) is referred to hereinafter as
"Qualified
Occupancy."  Each of the Operating Partnerships and each of the
respective
Apartment Complexes are described more fully in the Prospectus or
applicable
Report on Form 8-K filed during the past fiscal year.  The
General Partner
believes that there is adequate casualty insurance on the
properties.

  Please refer to Item 7. "Management's Discussion and Analysis
of Financial
Condition and Results of Operations" for a more detailed
discussion of
operational difficulties experienced by certain of the Operating
Partnerships.


















                                    3

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 7

                      PROPERTY PROFILES AS OF March 31, 1998


                             Mortgage
Cap Con
                             Balance                   Qualified
paid
Property                      As of     Acq.    Const  Occupancy
thru
Name       Location   Units  12/31/97   Date    Comp.   3/31/98
3/31/98
-----------------------------------------------------------------
----------

The Bowditch
School
Lodging     Jamaica Plain,
House         MA         50 $1,630,968   12/89   12/89   100%  $
606,390

Briarwood   Cameron,
Apartments    MO         24    624,427   12/89   12/89   100%
157,254

Buckner     Buckner,
Properties    MO         24    619,396   12/89    3/89   100%
146,287

Creekside   Vandergrift,
Apartments    PA         30  1,091,361   6/89     9/89   100%
247,790

Deer Hill   Huntersville,
II Apartments NC         40  1,479,045   2/90     5/89   100%
333,370

Hillandale  Lithonia,
Commons       GA        132  3,152,333  12/89     1/90   100%
1,138,907

Leo A. Meyer
Senior
Citizen     King City,
Housing       CA         44  1,658,088   6/90    11/89   100%
893,708

Lebanon
Properties  Lebanon
II            MO         24    573,502  12/89     7/89   100%
136,440

New Holland Danville,
Apartments    IL         53    951,963   5/90     8/90   100%
800,434

Oak Grove   Oak Grove,
Estates       MO         20    485,264  12/89     9/89   100%
113,188

Oakview     Delta,
Apartments    OH         38  1,128,782  12/89    10/89   100%
258,264

Metropole   Miami Beach,
Apartments    FL         42  2,194,490  12/89    12/89   100%
694,581


                                    4






        Boston Capital Tax Credit Fund II Limited Partnership -
Series 7

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.   3/31/98
3/31/98
-----------------------------------------------------------------
---------

Rosenberg   Santa Rosa,
Apartments    CA        77 $1,824,673   2/90     1/92   100%
$1,943,360

Westwood
Square      Moore Head City,
Apartments    NC        36  1,413,403   7/90     7/90   100%
117,286

Winfield
Properties  Winfield,
II            MO        24    609,884  12/89     5/89   100%
142,525






























                                    5


         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1998


                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
---------

Azalea
Village    Crawford,
Apartments   GA        24 $   640,656   5/90    5/90     100%   $
143,206

Beaver
Brook      Pelham,
Commons      NH        24   1,185,213   4/90    5/90     100%
290,403

Bent Creek Crest View,
Apartments
II           FL        24     724,343   6/90    5/90     100%
164,534

Big Lake    Big Lake,
Seniors      TX        20     560,504   4/94    6/95     100%
141,072

Blanco      Blanco,
Senior Apts. TX        20     519,876  12/93    9/94     100%
98,561

Breezewood
Village     Kissimmee,
Phase I      FL        86   2,801,426   4/90    4/90     100%
831,650

Breezewood  Kissimmee,
Village II   FL        42   1,429,634   5/90    5/90     100%
416,268

Cambridge   Madison,
Manor        FL        36   1,135,178   4/90    1/90     100%
268,523

Corinth
Senior      Corinth,
Housing      NY        40   1,491,978   4/90    2/90     100%
384,000

Cotton Mill Stuart,
Apartments   VA        40   1,482,385  10/92    7/93     100%
271,351

Country     Cedar Rapids,
Hill Apts.   IA       166   4,401,632   4/90    6/90     100%
3,471,607

Country     Blakely,
Lane Apts.   GA        32     947,599   5/90    5/90     100%
211,916


                                    6





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
---------
Fawn River  Sturgis,
Apartments   MI       100   $3,701,144 10/90   10/90      96%
$971,446

Garden Lake Immokalee,
Apartments   FL        65    2,194,651  5/90    5/90     100%
577,529

Glenwood    Porterville,
Hotel        CA        36      744,109  6/90    6/90     100%
383,100

Grand
Princess   St. Croix,
Manor        USVI      24    1,493,133  6/90    8/90     100%
374,766

Grand
Princess   St. Croix,
Villa        USVI      24    1,492,136  6/90    8/90     100%
276,203

Greenwich
Senior     Greenwich,
Housing      NY        36    1,484,611  4/90    2/90     100%
340,000

Grifton    Grifton,
Manor Apts.  NC        40    1,259,126  9/93    2/94     100%
261,645

Hacienda
Villa      Firebaugh,
Apartments  CA        120    3,911,182  4/90    1/90     100%
1,343,294

Haines
City       Haines City,
Apartments  FL         46    1,440,156  4/90    2/90     100%
339,465

Hamlet     Newfane,
Square      NY         24      992,883 10/92    9/92     100%
193,830

Hill St.   South Paris,
Commons     ME         25    1,490,168 11/92   10/92     100%
301,064

Kristin
Park       Las Vegas,
Apartments  NM         44    1,392,250  3/90    6/90     100%
313,200



                                    7






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------
Le Grand    Le Grand,
Apts.        CA         34  $1,741,818 11/92   10/93     100%   $
419,011

Longmeadow  Skowhegan,
Apartments   ME         28   1,482,082  8/90    8/90     100%
284,000

Magnolia
Lane        Bloomingdale,
Apartments   GA         48   1,481,407  5/90    3/90     100%
321,908

Maywood     Corning,
Apartments   CA         40   1,502,617  3/90    7/90     100%
365,280

Meadowcrest Southfield,
Apartments   MI         83   2,896,927  9/90   10/90     100%
1,116,284

Mill Pond   Brooklyn,
Apartments   MI         36   1,108,471  5/90    5/90     100%
250,175

New Holland Danville,
Apartments   IL         53     951,963  5/90    8/90     100%
565,622

Pinewoods   Springfield,
Apartments   IL        168   3,830,348  6/90    6/91     100%
1,258,700

Pine Ridge  Polkton,
Place        NC         16     645,313  1/94   12/93     100%
114,730

Pleasanton  Pleasanton,
Seniors Apts.TX         24     623,730 12/93    7/93     100%
144,839

Port        Portage,
Crossing     IN        160   3,214,268  3/90    4/90     100%
2,733,580

Putney      Putney,
Meadows Apts VT         28   1,422,624 12/92    5/93     100%
374,495

Quail
Hollow      Homerville,
Apartments   GA         54   1,471,814  5/90    1/90     100%
363,353



                                        8





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------
                              Mortgage
Cap Con
                              Balance                  Qualified
paid
Property                      As of     Acq.   Const   Occupancy
thru
Name       Location   Units  12/31/97   Date   Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
---------

Quail
Hollow       Raleigh
II           NC        36  $ 1,406,357   7/90    9/90      100% $
313,521

Rainbow
Gardens      Dunnellon,
Apartments   FL        36    1,218,609  12/92    6/93      100%
236,763

Raitt        Santa Ana,
Street Apts. CA         6      800,404   5/93    8/93      100%
416,200

School St.   Marshall,
Apts. II     WI        24      804,966   6/93    6/93      100%
652,967

Scottsville  Scottsville,
Hollow       NY        36    1,427,651   5/90    5/90      100%
304,060

Somerset     Antioch,
Apartments   CA       156    5,418,004   3/90    3/90      100%
3,920,000

St. Paul's   St. Paul,
Apartments   NC        32    1,266,317   5/90    9/90      100%
263,165

Surry
Village      Surry,
II           VA        24      776,903   5/90    1/90      100%
157,002

Tappahannock Tappahannock,
Greens Apts. VA        40    1,507,692   3/94    5/94      100%
293,486

Telluride    Telluride,
Apartments   CO        30    1,472,029   9/90   11/90      100%
300,033

The Warren
St. Lodging  Boston,
House        MA        19      721,934   3/90    5/90      100%
460,900

Twin Oaks    Raeford,
Apartments   NC        28    1,140,589   5/90    5/90      100%
275,894

                                    9








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location  Units  12/31/97   Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------

Ventura     Hernando,
Village      FL     53   $ 1,486,882   6/90     7/90     100%  $
473,300

Vilage      Live Oak,
Oaks         FL     24       751,472   6/90     2/90     100%
164,291
Apartments II

Warrensburg Warrensburg,
Estates      MO     32       793,526   4/90     4/90     100%
181,849

Westside    Providence,
Apartments   RI     40     2,434,577   6/90    12/90     100%
1,777,738

Westwood
Square      Moorehead City,
Apartments   NC     36     1,413,403   7/90     7/90     100%
195,391

Wilmington  Wilmington,
Housing      NY     24     1,052,377   8/90     8/90     100%
237,279




















                                    10

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 1998


                             Mortgage
Cap Con
                             Balance                    Qualified
paid
Property                      As of      Acq.   Const   Occupancy
thru
Name       Location   Units  12/31/97    Date   Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
-----------

Athens Park  Athens,
Apartments     AL       48  $1,337,761   8/90    6/90     100%
$  354,144

Autumn Lane  Washington,
Apartments     GA       24     734,854   8/89   11/90     100%
168,234

Baytree      Richlands,
Apartments     NC       24     958,217  11/88    7/90     100%
210,999

Benchmark    China Grove,
Apartments     NC       24     951,918  11/88    7/90     100%
223,328

Berkshire    Wichita,
Apartments II  KS       66   1,749,221   7/90    7/90     100%
1,183,452

Brentwood    Eunice,
Apartments     LA       32     955,769  11/90   10/90     100%
205,470

Briarwood    Middleburg,
Apartments     FL       52   1,484,144   8/90    8/90     100%
509,251

Butler Manor Morgantown,
Apartments     KY       16     504,089  12/90    2/91     100%
119,952

Campbell
Creek        Dallas,
Apartments     GA       80   1,681,994  12/91   10/90     100%
735,000

Candlewick   Monroeville,
Place          AL       40   1,259,859  12/92   10/92     100%
241,600

Cedarstone   Poplarville,
Apts.          MS       24     774,097   5/93    5/93     100%
180,800

Charlton
Court        Folkston,
Apartments     GA       40   1,203,241  12/92    1/93     100%
263,520




                                    11







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-
-----------------------------------------------------------------
----------

Chuckatuck    Suffolk
Square          VA      42  $1,448,269  11/90    2/90     100%  $
320,900

Cloverleaf    Bishopville,
Apartments      SC      24     856,728  11/90    4/90     100%
153,900

Cloverleaf
Apts.,        Bishopville,
Phase II        SC      24     875,981  11/90    4/90     100%
160,761

Connellsville Connellsville,
Heritage Apts.  PA      36   1,370,451  11/90    3/90     100%
325,460

Freedom       Ford City,
Apartments      PA      28   1,051,305  11/90    9/90      89%
262,791

Hartway       Munfordville,
Apts.           KY      32     914,599   7/90    6/90     100%
239,041

Hilltop       Kingsland,
Terrace         GA      54   1,489,722   8/90    7/90     100%
455,851

Indian Run    S. Kingston
Village         RI     114   2,215,559   4/93    7/93     100%
604,867

Ironton       Ironton,
Estates         MO      24     625,640   5/93    1/93     100%
157,976

Lambert
Square        Lambert,
Apts.           MS      32   1,001,895  11/92   12/92     100%
192,347

Longview      Maysville,
Apartments      NC      24     872,593  11/88    8/90     100%
195,837

Maidu         Roseville,
Village         CA      81   2,160,267   3/91   12/91     100%
470,000


                                    12









         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------

Mann          Indianapolis,
Estates        IN      132  $3,263,900  7/90   10/90      100%  $
1,980,000

Meadowbrook
Lane          Americus,
Apartments     GA       50   1,480,487  9/90    3/90      100%
336,264

Melrose Lane  Great Falls,
Apartments     SC       24     875,089 11/90   10/90      100%
203,645

Mercer        Mercer,
Manor          PA       26     909,802 11/90    8/90       96%
220,450

46 North
Connecticut   Atlantic City,
Ave.           NJ       13   1,013,314  1/93   12/92      100%
559,000

Pecan Village Ellaville,
Apartments     GA       30     788,440  7/90    2/90      100%
221,856

Piedmont      Forsyth,
Hills          GA       50   1,459,281  7/90    9/90      100%
439,958

Pine View     Perry,
Apartments     FL       29     962,572  9/90   12/90      100%
277,405

Pines by the  Newnan,
Creek Apts.    GA       96   2,002,390 12/90   10/90      100%
890,000

Pine Grove    Ackerman,
Apts.          MS       24     594,681  9/93    6/94      100%
169,926

Pinetree
Manor         Centreville,
Apts.          MS       32     981,648 11/92    1/93      100%
191,500

Rosewood
Village       Willacoochee,
Apartments     GA       24     650,109  7/90    7/90      100%
147,480

                                    13








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------

Springwood
Park         Durham,
Apartments    NC       100 $ 3,048,644  3/91    5/91      100%  $
1,000,000

Stockton     Stockton,
Estates       MO        20     516,325  2/93    1/93      100%
120,352

Stratford
Square       Brundidge,
Apartments    AL        24     752,528 10/92    2/93      100%
145,036

Summer
Glen         Immokalee,
Apartments    FL        45   1,486,693 11/92    3/93      100%
246,230

Summerwood   West Des Moines,
Apartments    IA        86   2,368,447  7/90    7/90      100%
2,015,183

Sunmark      Morgantown,
Apartments    KY        24     770,290  8/90   12/90      100%
176,669

Village      Lawton,
Commons       MI        58   1,489,938 11/90    6/90      100%
323,665

Washington
Heights
Apartments,  Bismarck,
IV            ND        24     440,862 11/90    7/90      100%
381,010

Woods Hollow Centreville,
Apartments    MI        24     634,272 11/90    2/90      100%
132,700

Woodside     Lisbon,
Apartments    ME        28   1,482,940 12/90   11/90      100%
397,630






                                    14









    Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 1998


                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
------------
Academy
Hill        Ahoskie,
Apartments    NC        40  $1,378,688   2/91     2/91      100%
$  319,224

Aspen
Square      Tazewell,
Apartments    VA        60   1,836,234  11/90    11/90      100%
356,495

Bridgeview  Emlenton,
Apartments    PA        36   1,366,398  12/90    12/89      100%
327,257

Buckeye
Senior      Buckeye,
Apartments    AZ        41   1,343,157  12/90     8/90      100%
311,480

Campbell
Creek       Dallas,
Apartments    GA        80   1,681,994  12/90    10/90      100%
142,000

Cambridge
Manor       Macon,
Apartments    MS        47   1,630,712   5/93     4/93      100%
356,356

Church Hill Church Point,
Apartments    LA        32     956,659  12/90     1/91      100%
205,750

Copper
Creek       Lebanon,
Apartments    VA        36   1,176,259  11/90     9/90      100%
237,647

Coronado    Tuscon,
Hotel         AZ        42     492,369   3/91     3/91      100%
614,050

Crestwood   St. Cloud,
Apartments    FL       216   4,319,614   1/91     6/91      100%
5,636,484

El Dorado   El Dorado Springs,
Springs Est.  MO        24     581,964  11/90     9/90      100%
133,790

Eldon Est.  Eldon,
II            MO        24     582,238  12/90    11/90      100%
131,340

                                    15







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------

Eldon       Eldon,
Manor        MO         24  $  560,336   12/90   11/90      100%
$  241,980

Elmwood
Manor       Eutaw,
Apartments   AL         47   1,626,292    5/93   12/93      100%
333,440

Fairridge
Lane        Denmark,
Apartments   SC         24     819,126   11/90    6/90      100%
209,326

Fairridge
Village     Denmark,
Apartments   SC         24     771,233   11/90    6/90      100%
186,381

Farmerville Farmerville,
Square Apts. LA         32     968,487    1/91    4/91      100%
212,280

Forest
Glade       Wauchula,
Apartments   FL         50   1,484,300   12/90   12/90      100%
420,565

Franklin    Great Falls,
School       MT         40   1,265,208   10/90   12/91      100%
1,453,270

Hilltop     Los Lunas,
Apts.        NM         40   1,424,053    1/93   11/92      100%
258,455

Holland     Holland,
Meadows      NY         24     900,050   11/90    6/90      100%
213,880

Holley      Holley,
Grove        NY         24     918,527   11/90   10/90      100%
207,360

Ivan Woods  Delta Township,
Senior Apts. MI         90   2,198,430    2/91    4/91      100%
1,184,275

Kaplan
Manor       Kaplan,
Apartments   LA         32     926,987    12/90   12/90     100%
198,460

                                    16









         Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------

Lakewood
Village    Lake Providence,
Apartments   LA         32  $  954,715  1/91     5/91      100%
$  223,827

Licking    Licking,
Apartments   MO         16     406,367 11/91     3/92      100%
90,436

London     Miami Beach,
Arms         FL         58   2,654,248 12/90    12/90      100%
937,961

Maidu      Roseville,
Village      CA         81   2,160,267  3/91    12/91      100%
530,000

Nevada     Nevada,
Manor        MO         24     648,793 11/90    10/90      100%
143,270

Oatka      Warsaw,
Meadows      NY         24     920,064 11/90     6/90      100%
206,670

Osage      Arkansas City,
Place        KS         38   1,233,570 12/90    12/90      100%
522,999

Pines by the
Creek      Newnan,
Apartments   GA         96   2,002,390 12/90    10/90      100%
245,000

Sandy
Pines      Punta Gorda,
Manor        FL         44   1,482,191 12/90     7/90      100%
399,977

Sierra
Springs    Tazewell,
Apartments   VA         36   1,176,939 11/90    11/90      100%
299,634

South Fork South Fork,
Heights      CO         48   1,448,759  2/91     2/91      100%
343,358

Twin Oaks  Allendale,
Apartments   SC         24     782,923 12/90     9/90      100%
206,888


                                    17







        Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
-----------

Walnut
Village     Manning,
Apartments    SC        24  $  841,061 11/90   11/90       100%
$  183,244

Washington
Manor       Washington,
Apartments    LA        32     958,686  1/91    3/91       100%
216,990

Wildridge   Jesup,
Apartments    GA        48   1,548,630  1/91    4/91       100%
329,130

Windsor     Metter,
Apts.         GA        52   1,474,127 12/92    5/93       100%
248,207



























                                    18

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1998

                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------
Bowman
Village     Bowman,
Apartments    GA       24  $  666,199   6/91    10/91      100%
$  139,879

Brandywood  Oak Creek,
Apartments    WI       54   1,752,028  12/91     9/91      100%
1,532,506

Brentwood
Manor       Clarkson,
Apartments    KY       24     750,032   6/91     7/91      100%
173,969

Briarwick   Nicholasville,
Apartments    KY       40   1,253,406   4/91     4/91      100%
323,941

Bridgerun   Cannon Falls,
Townhomes     MN       18     572,558   6/91     7/91      100%
458,800

Bucksport
Park        Bucksport,
Apartments    ME       24   1,387,118   6/91     8/91      100%
334,600

Campbell
Creek       Dallas,
Apartments    GA       80   1,681,994   3/91    10/90      100%
593,000

Cananche
Creek       Norton,
Apartments    VA       36   1,236,724   5/91     6/91      100%
276,695

Carson
Village     Wrightsville,
Apartments    GA       24     653,315  10/91     6/92      100%
161,452

Clymer
House       Clymer,
Apartments    PA       26   1,083,630   6/91    10/91      100%
254,097

Corcoran
Garden      Corcoran,
Apartments    CA       38   1,526,248   2/91    11/90      100%
432,438

Cornish     Cornish,
Park          ME       25   1,456,823    6/91    6/91      100%
333,000

                                    19







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date    Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------
Crescent City
Senior     Crescent City,
Apartments   CA         38  $1,867,066  3/91    3/91      100%  $
474,536

Earlimart
Senior     Earlimart,
Apartments   CA         35   1,347,429  6/91    6/91      100%
364,515

Evanwood   Hardinsburg,
Apartments   KY         24     757,044  6/91    5/91      100%
167,221

Fox Run    Jesup,
Apartments   GA         24     631,506 12/91    7/92      100%
150,033

Franklin
House      Liberty,
Apts.        MO         21     305,487  5/93    1/88      100%
137,836

Hamilton
Village    Preston,
Apartments   GA         20     570,376 10/91    3/92      100%
140,948

Hunters
Park       Tarboro,
Apartments   NC         40   1,412,014  5/91    4/91      100%
320,175

Ivan Woods
Senior     Delta Township,
Apartments   MI         90   2,198,430  2/91    4/91      100%
778,688

Keenland   Burkesville,
Apartments   KY         24     735,262  6/91    9/91      100%
164,246

Lakeridge  Eufala,
Apartments   AL         30     917,823  3/91    4/91      100%
186,780

Laurel
Village    Wadley,
Apartments   GA         24     662,922 10/91    5/92      100%
149,058


                                    20







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
-----------
Los
Caballos  Hatch,
II Apts.     NM         24  $  773,138  7/91     8/91       100%
$  164,740

Marlboro
Place     Bennettsville,
Apartments  SC          24     837,163  3/91     2/91       100%
192,779

Melville
Plaza     Melville,
Apartments  LA          32     894,250  7/91    10/91       100%
178,564

Nanty Glo
House     Nanty Glo,
Apartments  PA          36   1,477,706  6/91     7/91       100%
353,000

Newport   Franklin,
Village     VA          48   1,488,528  4/91    11/90       100%
355,000

Oakleigh  Abbeville,
Apartments  LA          32     915,249  8/91     3/92       100%
178,716

Oak
Street    Scott City,
Apartments  MO          24     599,332  6/91    11/91       100%
138,149

Oakwood   Mamou,
Apartments  LA          32     911,682  8/91     1/92       100%
180,819

Pines by
the Creek Newnan,
Apartments  GA          96   2,001,179  3/91    10/90       100%
645,000

Pinewoods Springfield,
Apartments  IL         168   3,830,348  7/91     6/91       100%
2,880,000

Portales  Portales,
Estates     NM          44   1,441,485  7/91     7/91       100%
365,100



                                    21


         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------
Prairie
West      West Fargo,
Apts. III   ND          24  $  472,796  3/91     3/91      100%
$ 360,698

Ridgeway
Court III  Bemidji,
Apartments  MN          24     894,407  4/91     1/91      100%
180,186

River     Crystal River,
Reach Apts.  FL         41   1,367,782   5/91    5/91      100%
351,421

Rockmoor  Banner Elk,
Apartments   NC         12     438,306   5/91    3/91      100%
95,818

Shawnee
Ridge     Norton,
Apartments   VA         20     668,146   5/91    5/91      100%
145,606

Springwood
Park      Durham,
Apartments   NC        100   3,048,644   3/91    5/91      100%
374,349

Spring
Mountain  Pahrump,
Apartments   NV         33   1,366,344   5/91    4/91      100%
290,406

Stonegate Perry,
Manor        FL         36   1,010,946   5/91   12/90      100%
274,321

Summit
Ridge     Palmdale,
Apartments   CA        304   8,934,496  10/92   12/93      100%
3,674,306

Turner
Lane      Ashburn,
Apartments   GA         24     722,375   5/91    7/91      100%
147,090

Union
Baptist
Plaza     Springfield,
Apartments   IL         24     507,995   5/91    4/91      100%
432,648


                                    22






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------
Uptown    Salyersville,
Apartments   KY        16  $  522,178   5/91    3/91       100%
$  121,700

Villas of Eufala,
Lakeridge    AL        18     532,695   3/91    3/91       100%
96,868

Waynesboro
Village   Waynesboro,
Apartments   TN        48   1,372,681   4/91    1/91       100%
310,510

Windsor    Windsor,
Court II     VA        24     732,003   4/91    11/90      100%
169,347

Woodcrest
Manor      Woodville,
Apartments   MS        24     711,744   6/91    11/91      100%
138,579

Woodlawn
Village    Abbeville,
Apartments   GA        36   1,035,970  10/91     4/92      100%
229,601

Woodside   Grove City,
Apartments   PA        32   1,156,864   4/91     3/91       93%
229,291

Yorkshire
Townhome   Fort Smith,
Apts.        AR        50   1,039,337   9/93     8/94      100%
874,069














                                    23

        Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998


                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
-----------
Ada Village  Ada,
Apts.         OK       44  $1,048,982   1/93    11/93       100%
$  158,976

Amherst      Amherst,
Village       VA       48   1,602,927   1/92     1/92       100%
322,796

Belmont
Village      Belmont,
Court         NY       24     929,502   1/92    12/91       100%
201,300

Bethel
Park         Bethel,
Apartments    ME       24   1,491,698  12/91     3/92       100%
324,100

Blanchard
Senior       Blanchard,
Apts. II      LA       24     598,621  10/91     9/91       100%
143,628

Blanchard    Blanchard,
Village Apts. OK        8     218,258   1/93     7/93       100%
32,954

Brantwood
Lane         Centreville,
Apartments     AL      36   1,144,296   7/91     9/91       100%
237,873

Breckenridge McColl,
Apartments     SC      24     867,880   1/92     3/92       100%
186,065

Briarwood
Apartments   Middleburg,
Ph II          FL      50   1,494,414   2/92     4/92       100%
293,694

The Bridge   New York,
Building       NY      15       N/A     1/92    12/91       100%
1,037,770

Buchanan     Warren,
Court          PA      18     726,197   7/91    11/90        94%
160,600

Burnt
Ordinary     Toano,
Village        VA      22     710,789   7/91     7/91       100%
159,400

                                    24







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
-----------
Carleton
Court       Providence,
Apartments   RI         46  $2,712,472  12/91    12/91     100%
$1,496,922

Carriage
Run         Emporia,
Apartments   VA         40   1,329,397  10/91     4/92     100%
259,980

Cedar
View        Brinkley,
Apartments   AR         32   1,271,185   5/92    10/92     100%
254,016

Cedarwood   Pembroke,
Apartments   NC         36   1,419,039  10/91     1/92     100%
326,310

Chapparral  Kingman,
Apartments   AZ         20     696,420   8/91     7/91     100%
198,275

College     Chili,
Green        NY        110   3,781,020   3/95     8/95     100%
755,771

Colorado City
Seniors     Colorado City,
Apartments   TX         24     542,805  10/91    10/91     100%
98,721

Cottonwood  Cottonport,
Apts. II     LA         24     655,114  10/91     7/91     100%
152,664

Country
Meadows     Sioux Falls,
Apartments   SD         44   1,086,827  11/91    10/91     100%
922,350

Countryside Fulton,
Manor        MS         24     665,122  10/91     8/91     100%
151,868

Davis
Village     Davis,
Apts.        OK         44   1,176,194   1/93     9/93     100%
180,452

Devenwood   Ridgeland,
Apartments   SC         24     874,134   7/92     1/93     100%
186,000

                                    25






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------
Duncan
Village    Duncan,
Apts.       OK         48  $1,148,821   1/93    11/93      100%
$  172,005

Edison
Village    Edison,
Apartments  GA         42   1,200,486   7/91     2/92      100%
274,144

Ethel
Bowman     Tionesta,
Proper HousePA         36   1,431,388   2/92     1/92       88%
334,160

Excelsior
Springs    Excelsior Springs,
Properties  MO         24     624,169   2/92     4/91      100%
150,651

Fairground Bedford,
Place Apts. KY         19     695,155   3/95     8/95      100%
176,963

Four Oaks
Village    Four Oaks,
Apartments  NC         24     894,429   3/92     6/92      100%
179,900

Franklin
Vista      Anthony,
III Apts.   NM         28     930,247   1/92     4/92      100%
179,685

Friendship Bel Air,
Village     MD         32   1,440,395   1/92     6/91      100%
226,000

Glenhaven  Merced,
Park        CA         12     399,865   1/94     6/90      100%
125,000

Glenhaven  Merced,
Park II     CA         15     494,773   1/94     6/89      100%
365,925

Glenhaven  Merced,
Park III    CA         15     497,333   1/94    12/89      100%
225,500


                                    26









         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------
Glenhaven    Merced,
Estates       CA       13   $ 688,873    1/94   6/89       100%
$  134,000

Green
Village      Standardsville,
Apts. II      VA       16     586,746    4/92  11/91       100%
99,100

Greenleaf    Bowdoinham,
Apartments    ME       21   1,129,745   11/91   8/92       100%
295,085

Hughes Springs
Seniors      Hughes Springs,
Apartments    TX       32     788,584   10/91   8/91       100%
183,674

Harrison
City         Penn Township,
Apts.         PA       38   1,482,136    7/92   9/92        89%
311,775

Hessmer
Village      Hessmer,
Apartments    LA       32     911,466   12/91   4/92       100%
186,503

Hillmont
Village      Micro,
Apartments    NC       24     886,023    9/91   1/92       100%
184,900

Hunters
Run          Douglas,
Apartments    GA       50   1,448,179   12/91   2/92       100%
322,368

Independence Mt. Pleasant,
Apartments    PA       28   1,086,435    8/91   6/91        96%
223,100

Indian Creek Kilmarnock,
Apartments    VA       20     765,470    7/91   4/91       100%
174,400

Jarratt
Village      Jarratt,
Apartments    VA       24     833,930   10/91  12/91       100%
159,140

Kingfisher
Village      Kingfisher,
Apts.         OK        8     170,418    1/93  12/93       100%
24,365

                                    27





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
-----------
La Gema del  Santa Ana,
Barrio Apts.   CA        6  $  670,201   6/92    8/92      100%
$  458,000

Lafayettee
Gardens      Scott,
Apartments     LA       56     568,088   10/91   11/91     100%
437,688

Lake Isabella
Senior       Lake Isabella,
Apartments     CA       46   1,995,709    9/91    1/92     100%
442,457

Lakeview     Battle Creek,
Meadows        MI       53   1,573,891    1/92    6/92     100%
1,018,808

Lakewood
Terrace      Lakeland,
Apts.          FL      132   3,873,540   11/93    8/89     100%
725,312

Lana Lu      Lonaconing,
Apartments     MD       30   1,487,952   12/91    9/92     100%
303,261

Lexington
Village      Lexington,
Apts.          OK        8     211,259    1/93   11/93     100%
32,178

Maidu        Roseville,
Village        CA       81   2,160,267    1/92   12/91     100%
1,096,199

Marion Manor Marion,
Apartments     LA       32   1,007,304    2/92    6/92     100%
199,708

Maysville
Village      Maysville,
Apts.          OK        8     219,376    1/93   10/93     100%
33,726

Montague
Place        Caro,
Apartments     MI       28   1,141,805   12/91   12/91     100%
432,320

Navapai      Prescott Valley,
Apartments     AZ       26     883,977    6/91    4/91     100%
207,330

                                    28








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
-----------
Nevada City
Senior     Grass Valley,
Apartments    CA        60  $3,550,848   1/92   10/92     100%
$  839,300

Newellton
Place      Newellton,
Apartments    LA        32     947,371   2/92    4/92     100%
190,600

New River
Overlook   Radford,
Apartments    VA        40   1,486,762   8/91    2/92     100%
285,371

Northridge  Arlington,
Apartments    TX       126   1,700,400   1/92    2/92      98%
741,300

Oak Ridge   Crystal Springs,
Apartments    MS        40   1,305,442   1/92    1/92     100%
308,578

Oakland
Village     Littleton,
Apts.         NC        24     851,583   5/92    8/92     100%
161,939

Okemah
Village     Okemah,
Apts.         OK         30    696,231   1/93    5/93     100%
119,832

Pineridge   McComb,
Apartments     MS        32  1,005,726  10/91   10/91     100%
238,995

Pineridge   Walnut Cove,
Elderly        NC        24    991,848  10/91    3/92     100%
199,311

Pittsfield
Park        Pittsfield,
Apartments     ME        18  1,047,764  12/91    6/92     100%
237,300

Plantation  Richmond Hill,
Apartments     GA        49  1,422,194  12/91   11/91     100%
320,858

Portville
Square      Portville,
Apartments     NY        24    924,798   3/92    3/92      95%
198,100

                                    29





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------

Prague
Village    Prague,
Apts.       OK         8  $   120,244   1/93    3/93      100%
$    21,373

Rainbow
Commons    Marshfield,
Apartments  WI        48    1,186,524   9/91    6/91      100%
1,126,901

Rainier
Manor      Mt. Rainier,
Apartments  MD       104    2,690,165   3/92    1/93      100%
1,190,350

Rosenberg  Santa Rosa,
Hotel       CA        77    1,824,673  12/91    1/92      100%
1,850,000

Rosewood
Manor      Ellenton,
Apartments  FL        43    1,440,474  12/91    11/91     100%
302,250

San Jacinto
Senior     San Jacinto,
Apartments  CA        46    2,374,792   1/92    10/91     100%
588,965

Lakeside
Manor      Schroon Lake,
Apartments  NY        24    1,089,005  11/91     1/92      95%
249,349

Smithville Smithville,
Properties  MO        48    1,246,529   2/92     5/91     100%
285,384

Snow Hill
Ridge      Raleigh,
Apartments  NC        32    1,211,580  10/91    12/91     100%
307,524

Somerset   Antioch,
Apartments  CA       156    5,418,004   8/92     3/90     100%
1,026,542

Spring
Creek      Derby,
Village     KS        72    1,851,036   6/91     9/91     100%
1,634,760

                                    30







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
-----------
Spring
Valley     Lexington Park,
Apartments   MD        128  $4,847,218  11/91    12/92     100%
$ 2,777,811

Springwood
Park       Durham,
Apartments   NC        100   3,048,644  10/91     5/91     100%
374,349

Summer
Lane       Santee,
Apartments   SC         24     861,833   7/91    11/91     100%
176,291

Summit
Ridge      Palmdale,
Apartments   CA        304   8,934,496  10/92    12/93     100%
1,236,600

Titusville Titusville,
Apartments   PA         30   1,242,340  12/91     1/92     100%
280,829

Townview   St. Mary's,
Apartments   PA         36   1,381,297   9/91    10/91      97%
315,700

Tyrone
House      Tyrone,
Apartments   PA         36   1,487,044  12/91     1/92     100%
349,800

Valley Ridge
Senior     Central Valley,
Apartments   CA         38   1,827,871   1/92    12/91     100%
456,600

Victoria   Victoria,
Place        VA         39   1,402,517   1/92     6/92     100%
287,736

Villa West Topeka,
Apts. IV     KS         60   1,539,129   8/91     1/91     100%
1,392,873

Village    Raleigh,
Green        NC         42     721,253   5/92     9/91     100%
581,446

Washington Abingdon,
Court        VA         39   1,189,091   7/91     8/91     100%
295,250

                                    31







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97    Date     Comp.    3/31/98
3/31/98
-----------------------------------------------------------------
----------

Wesley
Village    Martinsburg,
Apartments   WV         36  $1,316,210  10/91    6/92      100%
$  266,253

Westside   Louisville,
Apartments   MS         33     826,809   3/92    1/92      100%
191,014

Wildwood
Terrace    Wildwood,
Apartments   FL         40   1,265,615  10/91   10/91      100%
281,647

Woodside   Belleview,
Apartments   FL         41   1,214,509  11/91   10/91      100%
268,500

Wynnewood
Village    Wynnewood,
Apts.        OK         16     410,877   1/93   11/93      100%
67,443

Yorkshire  Delevan,
Corners      NY         24     925,121   8/91    9/91      100%
191,500

Zinmaster  Minneapolis,
Apartments   MN         36   1,855,115   1/95    1/88      100%
150,000

















                                    32

Item 3.          Legal Proceedings

  None.

Item 4.          Submission of Matters to a Vote of Security
Holders

  None.













































                                    33

                                   PART II
                                   -------
Item 5.          Market for the Registrant's Partnership
Interests and Related
                 Partnership Matters

  (a)    Market Information

  The Partnership is classified as a limited partnership and thus
has no
  common stock.  There is no established public trading market
for the BACs
  and it is not anticipated that any public market will develop.

  (b)    Approximate number of security holders

  As of March 31, 1998, the Partnership has 11,710 registered BAC
holders for
  an aggregate of 18,679,738 BACs which were offered at a
subscription price
  of $10 per BAC.

  The BACs were issued in series.  Series 7 consists of 812
investors holding
  1,036,100 BACs, Series 9 consists of 2,260 investors holding
4,178,029 BACs,
  Series 10 consists of 1,641 investors holding 2,428,925 BACs,
Series 11
  consists of 1,412 investors holding 2,489,599 BACs, Series 12
consists of
  1,932 investors holding 2,972,795 BACs, and Series 14 consists
of 3,653
  investors holding 5,574,290 BACs at March 31, 1998.

  (c)    Dividend history and restriction

  The Partnership has made no distributions of Net Cash Flow to
its BAC
  Holders from its inception, June 28, 1989 through March 31,
1998.

  The Partnership Agreement provides that Profits, Losses and
Credits
  will be allocated each month to the holder of record of a BAC
as of
  the last day of such month.  Allocation of Profits, Losses and
Credits
  among BAC Holders will be made in proportion to the number of
BACs
  held by each BAC Holder.

  Any distributions of Net Cash Flow or Liquidation, Sale or
Refinancing
  Proceeds will be made within 180 days of the end of the annual
period
  to which they relate.  Distributions will be made to the
holders of
  record of a BAC as of the last day of each month in the ratio
which
  (i) the BACs held by such Person on the last day of the
calendar month
  bears to (ii) the aggregate number of BACs outstanding on the
last day
  of such month.

  Partnership allocations and distributions are described on
pages 107
  to 112 of the Prospectus, as supplemented, which are
incorporated
  herein by reference.





                                    34

Item 6.          Selected Financial Data

    The information set forth below presents selected financial
data of the
Partnership for each of the five years in the period ended March
31, 1998.
Additional detailed financial information is set forth in the
audited
financial statements listed in Item 14 hereof.

                March 31,    March 31,    March 31,    March 31,
March 31,
                  1998         1997         1996         1995
1994
                --------     --------     --------     --------
--------
Operations
----------
Interest
& other Inc  $    42,913  $    155,501 $     65,468 $     78,723
$   385,315
Share of Loss
of Operating
Partnerships  (8,573,433)  (10,464,997) (12,992,069) (14,053,018)
(15,080,553)
Operating Exp (2,783,041)   (2,781,444)  (2,852,335)  (2,876,048)
(3,021,320)
               ---------     ---------    ---------    ---------
---------
  Net Loss  $(11,313,561)
$(13,090,940)$(15,778,936)$(16,850,343)$(17,716,558)
              ==========    ==========  ===========  ===========
===========

  Net Loss
  per BAC   $       (.40) $       (.69)$      (.84) $
(.89)$       (.94)
              ==========    ==========  ===========  ===========
===========

Balance Sheet
-------------

Total Assets $64,633,488   $ 73,382,875 $ 85,486,212 $ 99,601,389
$114,309,046
             ===========     ==========  ===========  ===========
===========
Total Liab   $14,605,906   $ 12,041,732 $ 11,054,129 $  9,390,370
$  7,247,684
Partners'    ===========     ==========  ===========  ===========
===========
Capital      $50,027,582   $ 61,341,143 $ 74,432,083 $ 90,211,019
$107,061,362
             ===========     ==========  ===========  ===========
===========
Other Data
----------
Credit per BAC for the
Investors Tax Year,
for the twelve months
ended, December 31,
1997, 1996, 1995,
1994 and 1993*

             $      1.40   $      1.40  $      1.39  $       1.35
$       1.16
              ==========   ===========   ===========  ===========
===========


* Credit per BAC is a weighted average of all the Series.  Since
each Series
has invested as a limited partner in different Operating
Partnerships the
Credit per BAC will vary slightly from series to series.  For
more detailed
information refer to Item 7. Results of Operations.


                                    35









Item 7.     Management's Discussion and Analysis of Financial
Condition
            and Results of Operations

Liquidity
---------
The Partnership's primary source of funds was the proceeds of its
Public Offering.  Other sources of liquidity include (i) interest
earned
on capital contributions unpaid as of March 31, 1998 and on
working capital
reserves and (ii) cash distributions from operations of the
Operating
Partnerships in which the Partnership has invested.  These
sources of
liquidity, along with the Partnership's working capital reserve,
are available
to meet the obligations of the Partnership.  The Partnership does
not
anticipate significant cash distributions from operations of the
Operating
Partnerships.

The Partnership is currently accruing the annual partnership
management fee to
enable each series to meet current and future third party
obligations.
During the fiscal year ended March 31, 1998 the Partnership
accrued $2,509,932
in annual partnership management fees.  As of March 31, 1998 the
accrued
partnership management fees totaled $14,113,128.  Pursuant to the
Partnership
Agreement, such liabilities will be deferred until the
Partnership receives
sale or refinancing proceeds from Operating Partnerships, and at
that time
proceeds from such sales or refinancing will be used to satisfy
such
liabilities.  The Partnership anticipates that there will be
sufficient cash
to meet future third party obligations.  The Partnership does not
anticipate
significant cash distributions in the long or short term from
operations of
the Operating Partnerships.

An affiliate of the general partner has advanced $111,400 to the
Partnership
to pay certain third party operating expenses and to fund
advances to
operating partnerships. Of this amount, $64,500 was advanced
during the fiscal
year ended March 31, 1998.  The amounts advanced, in total, to
two of the six
series are as follows:  $61,900 to Series 7; and $49,500 to
Series 12.  These, and any additional advances, will be paid,
without interest, from available
cash flow, reporting fees, or the proceeds of the sale or
refinancing of the
Partnership's interest in Operating Partnerships.  The
Partnership anticipates
that as the Operating Partnerships continue to mature, more cash
flow and
reporting fees will be generated.  Cash flow and reporting fees
will be added
to the Partnership's working capital and will be available to
meet future
third party obligations of the Partnership.  The Partnership is
currently
pursuing, and will continue to pursue, available cash flow and
reporting fees
and anticipates that the amount collected will be sufficient to
cover third
party operating expenses.

Total interest income for the fiscal year ended March 31, 1998
has decreased from the fiscal year March 31, 1997.  For the
fiscal year ended March 31, 1997, the Partnership earned $155,501
in interest, the majority of which was
earned as tax exempt interest in an escrow account holding
capital
contributions due to the Operating Partnership Lexington Park
Associates
Limited Partnership.  During the year ended March 31, 1997, the
funds were
released pursuant to the escrow agreement.  Interest income
earned during
the fiscal year ended March 31, 1998 is now consistent with
interest
earned by the Partnership in prior years.

                                    36




Capital Resources
-----------------
    The Partnership offered BACs in a public offering declared
effective
by the Securities and Exchange Commission on October 25, 1989.
The
Partnership received and accepted subscriptions for $186,337,517
representing
18,679,738 BACs from investors admitted as BAC Holders in Series
7, 9 through
12 and 14 of the Partnership.

    Offers and sales of BACs in Series 7, 9 through 12, and 14 of
the
Partnership were completed and the last of the BACs in Series 14
were
issued by the Partnership on January 27, 1992.

    (Series 7).  The Partnership commenced offering BACs in
Series 7 on
November 14, 1989.  The Partnership had received and accepted
subscriptions
for $10,361,000, representing 1,036,100 BACs from investors
admitted as BAC
Holders in Series 7.  Offers and sales of BACs in Series 7 were
completed and
the last of the BACs in Series 7 were issued by the Partnership
on December 29, 1989.

    As of March 31, 1998 the net proceeds from the offer and sale
of BACs in
Series 7 had been used to invest in a total of 15 Operating
Partnerships in an
aggregate amount of $7,774,651.  The Partnership has completed
payment of
all installments of its capital contributions to all Operating
Partnerships.
Series 7 net offering proceeds in the amount of $7,134 remains in
working
capital.

    (Series 9).  The Partnership commenced offering BACs in
Series 9 on
February 1, 1990.  The Partnership had received and accepted
subscriptions for
$41,574,518, representing  4,178,029 BACs from investors admitted
as BAC
Holders in Series 9.  Offers and sales of BACs in Series 9 were
completed and
the last of the BACs in Series 9 were issued by the Partnership
on April 30, 1990.

    During the fiscal year ended March 31, 1998, the Partnership
did not use
any of Series 9's net offering proceeds to pay installments of
its capital
contributions to the Operating Partnerships.  As of March 31,
1998 the net
proceeds from the offer and sale of BACs in Series 9 had been
used to invest
in a total of 55 Operating Partnerships in an aggregate amount of
$31,605,286,
and the Partnership had completed payment of installments of its
capital
contributions to 54 of the 55 Operating Partnerships.  Series 9
net offering
proceeds in the amount of $267,915 remains to be used by the
Partnership to
pay additional installments of capital contributions to Operating
Partnerships
and in working capital.

    (Series 10).  The Partnership commenced offering BACs in
Series 10 on
May 7, 1990.  The Partnership had received and accepted
subscriptions for $24,288,997 representing 2,428,925 BACs from
investors admitted as BAC Holders
in Series 10.  Offers and sales of BACs in Series 10 were
completed and the last of the BACs in Series 10 were issued by
the Partnership on August 24, 1990.




                                   37






     As of March 31, 1998 the net proceeds from the offer and
sale of BACs in
Series 10 had been used to invest in a total of 46 Operating
Partnerships in
an aggregate amount of $18,555,455.  The Partnership has
completed payment of
all installments of its capital contributions to all of the
Operating
Partnerships.  Series 10 net offering proceeds in the amount of
$41,484
remains in working capital.

    (Series 11).  The Partnership commenced offering BACs in
Series 11 on
September 17, 1990.  The Partnership had received and accepted
subscriptions
for $24,735,002, representing 2,489,599 BACs in Series 11.
Offers and sales
of BACs in Series 11 were completed and the last of the BACs in
Series 11 were
issued by the Partnership on December 31, 1990.

      During the fiscal year ended March 31, 1998, the
Partnership used $5,000
of Series 11 net offering proceeds to pay additional installments
of its
capital contributions to one Operating Partnership.  As of March
31, 1998 the
net proceeds from the offer and sale of BACs in Series 11 had
been used to
invest in a total of 40 Operating Partnerships in an aggregate
amount of
$18,894,372, and the Partnership had completed payment of all
installments of
its capital contributions to 39 of the 40 Operating Partnerships.
Series 11
net offering proceeds in the amount of $38,800 remains to be used
by the
Partnership to pay additional installments of capital
contributions to
Operating Partnerships and in working capital.

    (Series 12).  The Partnership commenced offering BACs in
Series 12 on
February 1, 1991.  The Partnership had received and accepted
subscriptions for
$29,649,003, representing 2,972,795 BACs in Series 12.  Offers
and sales of BACs in Series 12 were completed and the last of the
BACs in Series 12 were issued by the Partnership on April 30,
1991.

     During the fiscal year ended March 31, 1998, the Partnership
did not use
any of Series 12's net offering proceeds to pay additional
installments of its
capital contributions to the Operating Partnerships.  As of March
31, 1998
the net proceeds from the offer and sale of BACs in Series 12 had
been used to
invest in a total of 53 Operating Partnerships in an aggregate
amount of
$22,356,179, and the Partnership had completed payment of all
installments of
its capital contributions to 51 of the 53 Operating Partnerships.
Series 12
net offering proceeds in the amount of $21,827 remains to be used
by the
Partnership to pay additional installments of capital
contributions to
Operating Partnerships and in working capital.

    (Series 14).  The Partnership commenced offering BACs in
Series 14 on
May 20, 1991.  The Partnership had received and accepted
subscriptions for
$55,728,997, representing 5,574,290 BACs in Series 14.  Offers
and sales of
BACs in Series 14 were completed and the last of the BACs in
Series 14 were
issued by the Partnership on January 27, 1992.









                                    38





    During the fiscal year ended March 31, 1998, the Partnership
used
$13,000 of Series 14 net offering proceeds to pay additional
installments of
its capital contributions to one Operating Partnership.  As of
March 31,
1998 the net proceeds from the offer and sale of BACs in Series
14 had been
used to invest in a total of 101 Operating Partnerships in an
aggregate amount
of $42,034,328, and the Partnership had completed payment of all
installments
of its capital contributions to 86 of the 101 Operating
Partnerships.  Series
14 net offering proceeds in the amount of $316,591 remains to be
used by the
Partnership to pay additional installments of capital
contributions to
Operating Partnerships and in working capital.

Results of Operations
---------------------
    The Partnership incurs an annual partnership management fee
payable to the
General Partner and/or its affiliates in an amount equal to 0.5%
of the
aggregate cost of the Apartment Complexes owned by the Operating
Partnerships,
less the amount of certain partnership management and reporting
fees paid by
the Operating Partnerships.  The annual partnership management
fee charged to
operations for the fiscal years ended March 31, 1998 and 1997 was
$2,314,373
and $2,273,826, respectively. The amount is anticipated to
decrease in
subsequent fiscal years as the Operating Partnerships begin to
pay annual
partnership management fees and reporting fees to the
Partnership.

    In all series, the tax credits provided to the investors from
the tax
years ended December 31, 1996 to December 31, 1997 either
increased or were
consistent with the prior year.  The increase is due to
properties reaching
stabilized operations during the fiscal year ended March 31,
1998.

    The Partnership's investment objectives do not include
receipt of
significant cash distributions from the Operating Partnerships in
which
it has invested.  The Partnership's investments in Operating
Partnerships have
been made principally with a view towards realization of Federal
Housing Tax
Credits for allocation to its partners and BAC holders.

    (Series 7).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the series was 100% for both years.

     For the tax years ended December 31, 1997 and 1996, the
series, in total,
generated $809,263 in passive income tax losses and $2,805,455 in
passive income that were passed through to the investors, and
also provided $1.20 and
$1.24, respectively, in tax credits per BAC to the investors.
The series
generated passive income in 1996 due to the fact that the
Operating
Partnership Rosenberg reflected income from cancellation of
indebtedness
caused by debt restructuring during the tax year ended December
31, 1996.

     As of March 31, 1998 and 1997, the Investments in Operating
Partnerships
for Series 7 was $1,485,326 and $1,771,367, respectively.
Investments in
Operating Partnerships was affected by the way the Partnership
accounts for such investments, the equity method.  By using the
equity method the Partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

                                       39







    For the years ended December 31, 1997 and 1996 Series 7
reflects a net
loss from Operating Partnerships of $108,083 and $3,087,808,
respectively,
adjusted for depreciation which is a non-cash item.  The decrease
in loss from
the prior year is the result of a one time non-cash impairment
loss incurred
by two operating partnerships, Rosenberg and New Holland at
December 31, 1996.
Rosenberg also had income from a gain on reduction of debt.  This
debt
reduction occurred without a loss in ownership or tax credits.
When adjusted
for the impairment loss and gain on reduction of debt, the
Operating
Partnerships reflected a net loss of $125,508 for 1996.

    Rosenberg Building Associates, Limited Partnerships
(Rosenberg Apartments)
refinanced in 1996 which resulted in a one-time gain as a result
of the debt
reduction.  In 1997 the property realized positive operating cash
flows as a
result of the lower debt service payments and continued strong
occupancies.
As of March 31, 1998 Rosenberg Apartment's occupancy was 100%.

    (Series 9).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the series was 99.9% for both years. The series had
a total of
55 properties as of March 31, 1998, of which 54 were at 100%
qualified occupancy.

    For the tax years ended December 31, 1997 and 1996, the
series, in total,
generated $3,209,445 and $2,146,637, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.36 per
year for 1997 and 1996 in tax credits per BAC to the investors.
The increase
in passive losses from December 31, 1996 to December 31, 1997 was
due to an
adjustment made at December 31, 1996 for incorrect loss reported
at December
31, 1995.

    As of March 31, 1998 and 1997, the Investments in Operating
Partnerships
for Series 9 was $10,821,707 and $12,528,610, respectively.
Investments in
Operating Partnerships was affected by the way the Partnership
accounts for such investments, the equity method.  By using the
equity method the Partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

    For the years ended December 31, 1997 and 1996 Series 9
reflects a net
Income (loss) from Operating Partnerships of $673,107 and
$(1,958,157),
respectively, adjusted for depreciation which is a non cash item.
The prior year loss is the result of a one time non-cash
impairment loss incurred by one
of the Operating Partnerships, New Holland. This is in accordance
with SFAS
No. 121.  When adjusted for the impairment loss, the Operating
Partnerships
reflected net income of $385,843 for 1996.

   The Operating General Partner of School Street II Limited
Partnership (School Street Apts. II) pledged his general
partnership interest in the
Operating Partnership as collateral for another loan.  As this
was a violation
of the terms of the partnership agreement, the Operating General
Partner was removed and replaced during 1997.  In the transition,
occupancies suffered and
as a result, a leasing agent has been hired by the new Operating
General
Partner to rent the vacant units.  It is anticipated that all
units will be fully leased by the end of the third quarter.  In
addition, the general
partner hired a new managing agent in the second quarter of 1998,
and will be
filing refinancing applications with the lender by year end to
further improve
operations.

                                   40



    (Series 10).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the series was 99.7% and 99.5%, respectively.  The
series had a
total of 46 properties at March 31, 1998, of which 44 were at
100% qualified
occupancy.

    For the tax years ended December 31, 1997 and 1996 the
series, in
total, generated $1,670,004 and $1,794,818, respectively, in
passive income
tax losses that were passed through to the investors, and also
provided $1.46
per year for 1997 and 1996 in tax credits per BAC to the
investors.

    As of March 31, 1998 and 1997, the Investments in Operating
Partnerships
for Series 10 was $8,211,459 and $9,224,595, respectively.
Investments in
Operating Partnerships was affected by the way the Partnership
accounts for such investments, the equity method.  By using the
equity method the Partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

    For the years ended December 31, 1997 and 1996 Series 10
reflects net
income from Operating Partnerships of $1,015,795 and $1,050,780,
respectively,
adjusted for depreciation which is a non cash item.

    North Connecticut Avenue L.P. (46 North Connecticut Avenue)
is operating
at a deficit due to high operating expenses.  The general partner
was seeking a loan modification from the loan holder, however the
holder was reluctant to grant the request.  The loan holder is in
discussion with the general partner on a deed-in-lieu of
foreclosure.  The existing general partner is diligently working
to locate a non-profit general partner acceptable to both the
loan holder and the Investment Limited Partner.

   (Series 11).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the series was 100% for both years.  The series had
a total of 40 properties at March 31, 1998, all of which were at
100% qualified
occupancy.

     For the tax years ended December 31, 1997 and 1996, the
series, in total,
generated $1,878,254 and $1,660,788, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.32 per
year for 1997 and 1996 in tax credits per BAC to the investors.

     As of March 31, 1998 and 1997, the Investments in Operating
Partnerships
for Series 11 was $9,872,942 and $11,085,975, respectively.
Investments in
Operating Partnerships was affected by the way the Partnership
accounts for such investments, the equity method.  By using the
equity method the Partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

     For the years ended December 31, 1997 and 1996 Series 11
reflects net
income from Operating Partnerships of $922,140 and $2,892,360,
respectively,
adjusted for depreciation which is a non-cash item.   The
decrease in net
income is the result of a one time non-cash gain on reduction of
debt by
the Operating Partnership Franklin School at December 31, 1996.
This debt
reduction occurred without a loss in ownership or tax credits.
When adjusted
for the gain on reduction of debt, the Operating Partnerships
reflected net
income of $982,179 for 1996.

                                     41


  (Series 12).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the series was 99.9% for both years.  The series
had a
total of 53 properties at March 31, 1998, of which 52 were at
100% qualified
occupancy.

    For the tax years ended December 31, 1997 and 1996, the
series, in total,
generated $2,395,934 and $2,418,461, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.46 per
year for 1997 and 1996 in tax credit per BAC to the investors.

    As of March 31, 1998 and 1997, the Investments in Operating
Partnerships
for Series 12 was $10,585,841 and $11,946,248, respectively.
Investments in Operating Partnerships was affected by the way the
Partnership accounts for such investments, the equity method.  By
using the equity method the Partnership adjusts its investment
cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.

    For the years ended December 31, 1997 and 1996 Series 12
reflects net
income from Operating Partnerships of $609,135 and $497,680,
respectively,
adjusted for depreciation which is a non cash item.

    California Investors VII Limited Partnership (Summit Ridge
Apartments/Longhorn Pavillion) continues to operate at a deficit
due to high
operating expenses and a competitive rental market.  The
Operating Partnership
closed on a debt refinancing in the fourth quarter of 1996 which
had a
a material affect on a debt service in 1997.  The reduction in
debt service,
slowly improving occupancy and management's efforts to control
operating
expenses should permit the property to positively cash flow in
1998.

    During 1997, the Operating General Partner of Brandywood
Limited Partnership (Brandywood Apts) and the affiliated
management company improved
the average occupancy of the property to 89.66%, up from 84%
during 1996.  Through May of 1998, management has maintained and
average occupancy of 99%.  During 1997, the property operated
under a forbearance agreement with the
permanent mortgage lender, making payments on debt service based
on cash flow.
The loan is anticipated to be refinanced with the lender in the
third quarter
of 1998 at a lower rate. The restructuring of the loan will
improve the financial feasibility of the property.  In addition,
a capital needs assessment was recently completed and identified
items will be addressed going forward.

    (Series 14).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the series was 99.6% and 99.4%, respectively.  The
series had a
total of 101 properties at March 31, 1998.  Out of the total, 94
were at 100%
qualified occupancy.

  For the tax years ended December 31, 1997 and 1996, the series,
in total,
generated $4,856,228 and $2,821,765, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.44 and
$1.43, respectively, in tax credits per BAC to the investors.
The variance in
passive income tax losses generated for the tax years ended
December 31, 1996
and 1997 is due to the fact that the Operating Partnership
Rosenberg reflected
income from cancellation of indebtedness caused by debt
restructuring during
the tax year ended December 31, 1996.



                                     42


    As of March 31, 1998 and 1997, the Investments in Operating
Partnerships
for Series 14 was $19,862,702 and $22,915,969, respectively.
Investments in Operating Partnerships was affected by the way the
Partnership accounts for such investments, the equity method.  By
using the equity method the Partnership adjusts its investment
cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.

    For the years ended December 31, 1997 and 1996 Series 14
reflects a net
Income (loss) from Operating Partnerships of $1,278,786 and
$(386,762),
respectively, adjusted for depreciation which is a non-cash item.
The prior year loss is a result of a one time non-cash gain on
reduction of debt and a
one time impairment loss of the Operating Partnership Rosenberg.
The debt
reduction occurred without a loss in ownership or tax credits and
the
impairment loss is in accordance with the newly adopted SFAS No.
121.  When
adjusted for both the gain and loss, the Operating Partnerships
reflect net income of $951,538 for 1996.

    California Investors VII Limited Partnership (Summit Ridge
Apartments/Longhorn Pavillion) continues to operate at a deficit
due to high
operating expenses and a competitive rental market.  The
Operating Partnership
closed on a debt refinancing in the fourth quarter of 1996 which
had a
material affect on a debt service in 1997.  The reduction in debt
service,
slowly improving occupancy and management's efforts to control
operating
expenses should permit the property to positively cash flow in
1998.

     Glenhaven Park Partners, A California L.P. (Glenhaven II)
continues to
suffer from high operating expenses and occupancy issues.
Management has said that the rental market is soft with an
oversupply of housing.  As of March 31, 1998, physical occupancy
was 80%.  Management will continue to actively
conduct outreach to generate new interest in the property along
with working
towards reducing the operating expenses.

    Rosenberg Building Associates, Limited Partnership (Rosenberg
Apartments) refinanced in 1996 which resulted in a one-time gain
as a result of the debt
reduction.  In 1997 the property realized positive operating cash
flows as a result of the lower debt service payments and
continued strong occupancies.  As of March 31, 1998 Rosenberg
Apartment's occupancy was 100%.

    Woodfield Commons Limited Partnership (Rainbow Commons
Apartments) is in
receipt of a 60-Day letter issued by the IRS stating that the
partnership has
not met certain IRC Section 42 requirements.  The finding was the
result of an
IRS audit of the partnership's tenant files.  The IRS has
proposed an
adjustment that would disallow the partnership from utilizing
certain past or
future credits.  The Operating General Partner and its counsel
are in the process of filing an appeal to the finding of the IRS,
and do not anticipate an outcome that will have a material effect
on the financial statements and accordingly, no adjustment has
been made in the accompanying financial
statements.








                                    43



Recent Accounting Statements Not Yet Adopted
---------------------------------------------

     On March 31, 1997, the partnership adopted Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" and SFAS No. 129, "Disclosure of Information about Capital
Structure." SFAS No. 128 provides
accounting and reporting standards for the amount of earnings per
share.  SFAS
No. 129 requires the disclosure in summary form within the
financial statements of pertinent rights and privileges of the
various securities
outstanding.  The implementation of these standards has not
materially affected the partnership's financial statements.

     In June 1997, the Financial Accounting Standards Board
issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related
Information." In February 1998, the Financial Accounting
Standards Board issued SFAS No. 132, "Employees'

     Disclosures about Pensions and Other Post-retirement
Benefits." SFAS No. 130 is effective for years beginning after
December 15, 1997.  SFAS No. 131 and No. 132 are effective for
years beginning after December 31, 1997 and early adoption is
encouraged.

     The partnership does not have any items of other
comprehensive income, does not have other segments of its
business or when to report, and does not have any pensions or
other post-retirement benefits.  Consequently, these
pronouncements are expected to have no effect on the
partnership's financial statements.

     Boston Capital and its management have reviewed the
potential computer problems that may arise from the century date
change known as the "Year 2000"or "Y2K" problem.  We are
currently in the process of taking the necessary precautions to
minimize any disruptions.  The majority of Boston Capital's
systems are "Y2K" compliant. For all remaining systems we have
contacted the vendors to provide us with the necessary upgrades
and replacements.  Boston Capital is committed to ensuring that
the "Y2K" issue will have no impact on our investors.


Item 8.     Financial Statements and Supplementary Data

    The information required by this item is contained in Part
IV, Item 14
of this Annual Report on Form 10-K.

Item 9.     Changes in and Disagreements with Accountants on
Accounting
            and Financial Disclosure

    None.










                                      44



                                   PART III
                                   --------

Item 10.    Directors and Executive Officers of the Registrant

    (a), (b), (c), (d) and (e)

    The Partnership has no directors or executives officers of
its own.
The following biographical information is presented for the
partners of
the General Partners and affiliates of those partners (including
Boston
Capital Partners, Inc. ("Boston Capital")) with principal
responsibility
for the Partnership's affairs.

     Herbert F. Collins, age 68, is co-founder and Chairman of
the Board of
Boston Capital Corporation.  Nominated by President Clinton and
confirmed by the United States Senate, Mr. Collins served as the
Republican private sector member of the Thrift Depositor
Protection Oversight Board.  During 1990 and 1991 he served as
Chairman of the Board of Directors for the Federal Home Loan Bank
of Boston, a 314-member, $12 billion central bank in New England.
Mr. Collins is the co-founder and past President of the Coalition
for Rural Housing and Development.  In the 1980s he served as
Chairman of the Massachusetts Housing Policy Commission to
evaluate current programs and recommend future housing policy.
Additionally, he served as a member of the Board of Directors of
the Metropolitan Boston Housing Partnership and on the Mitchell-
Danforth Task Force, which helped structure the 1990 federal Tax
Credit legislation.  Mr. Collins also is a past Member of the
Board of Directors of the National Leased Housing Association and
has served as a member of the U. S. Conference of Mayors Task
Force on "HUD and the cities: 1995 and Beyond."  Mr. Collins also
was a member of the Fannie Mae Housing Impact Advisory Council
and the Republican Housing Opportunity Caucus.  He is Chairman of
the Business Advisory Council and a member of the National
Council of State Housing Agencies Tax Credit Commission.  Mr.
Collins graduated from Harvard College.  President Bush appointed
him to the President's Advisory Committee on the Arts at the John
F. Kennedy Center for the Performing Arts.  He is a leader in the
civic community, serving on the Boards of Youthbuild Boston, the
Pine Inn and I Have a Dream Foundation.


     John P. Manning, age 50, is co-founder, President and Chief
Executive
Officer of Boston Capital Partners, Inc., where he is responsible
for strategic planning, business development and corporate
investor relations.   In addition to his responsibilities at
Boston Capital, Mr. Manning is a proactive leader in the
industry.  He served in 1990 as a member of the Mitchell-Danforth
Task Force, to review and reform the Low Income Housing Tax
Credit.  He was the founding President of the Affordable Housing
Tax Credit Coalition, is a member of the board of the National
Leased Housing Association and sits on the Advisory Board of the
publication Housing and Development Reporter.  During the 1980s
he served as a member of the Massachusetts Housing Policy
Committee, as an appointee of the Governor of Massachusetts.  In
addition, Mr. Manning has testified before the U.S. House Ways
and Means Committee and the U.S. Senate Finance Committee, on the
critical role of the private sector in the success of the Low
Income Housing Tax Credit Program.  In 1996, President Clinton
appointed him to the President's Advisory Committee on the Arts
at the John F. Kennedy Center for the Performing Arts.  Mr.
Manning also is a leader in the civic community, serving on the
Boards of Youthbuild Boston and the Pine Street Inn.  Mr. Manning
is a graduate of Boston College.

                                    45


      Richard J. DeAgazio, age 53, is Executive Vice President of
Boston Capital
Partners, Inc., and is President of Boston Capital Services, Inc.
Mr. DeAgazio
serves  on  the  national  Board of  Governors  of  the  National
Association of
Securities  Dealers (NASD), was the Vice Chairman of  the  NASD's
District 11
Committee,  and  serves on the NASD's national  Business  Conduct
Committee, the
State  Liaison  Committee  and the Direct  Participation  Program
Committee.  He is
a  founder  and  past  President  of  the  National  Real  Estate
Investment Association,
past  President  of  the Real Estate Securities  and  Syndication
Institute
(Massachusetts   Chapter)   and  the   Real   Estate   Investment
Association. Prior to
joining Boston Capital in 1981, Mr. DeAgazio was the Senior  Vice
President and
Director of the Brokerage Division of Dresdner Securities  (USA),
Inc., an
international  investment  banking  firm  owned  by  four   major
European banks, and was
a Vice President of Burgess & Leith/Advest.  He has been a member
of the Boston
Stock  Exchange since 1967.  He is a leader in the community  and
serves on the
Business  Leaders  Council  of  the  Boston  Symphony,  Board  of
Advisors for the Ron
Burton  Training  Village and is on the Board of  Corporators  of
Northeastern
University.  He graduated from Northeastern University.

      Christopher  W.  Collins,  age 43,  is  an  Executive  Vice
President and
principal  of  Boston Capital Partners, Inc., and is  responsible
for, among other
areas, overseeing the investment portfolio of funds sponsored  by
Boston Capital
and  the acquisition of real estate investments on behalf of such
funds.  Mr.
Collins  has  had extensive experience in real estate development
activities,
having  founded  and directed the American Development  Group,  a
comprehensive real
estate development firm, and has also had extensive experience in
the area of
acquiring  real  estate  investments.  He  is  on  the  Board  of
Directors of the
National  Multi-Housing Council and a member of the Massachusetts
Housing Finance
Agency  Multi-Family Advisory Committee.  He graduated  from  the
University of New
Hampshire.

      Anthony  A. Nickas, age 38, is Chief Financial  Officer  of
Boston Capital
Partners, Inc., and serves on the firm's Operating Committee.  He
has twelve
years  of experience in the accounting and finance field and  has
supervised the
financial  aspects  of Boston Capital's project  development  and
property management
affiliates.   Prior to joining Boston Capital  in  1987,  he  was
Assistant Director
of  Accounting and Financial Reporting for the Yankee  Companies,
Inc., and was an
Audit  Supervisor  for Wolf & Company of Massachusetts,  P.C.,  a
regional certified
public accounting firm based in Boston.  He graduated with honors
from Norwich
University.


    (f)     Involvement in certain legal proceedings.

            None.

    (g)     Promoters and control persons.

            None.

Item 11.    Executive Compensation

    (a), (b), (c), (d) and (e)

    The Partnership has no officers or directors.  However, under
the
terms of the Amended and Restated Agreement and Certificate of
Limited

                                   46



Partnership of the Partnership, the Partnership has paid or
accrued
obligations to the General Partner and its affiliates for the
following
fees during the 1998 fiscal year:

    1.  An annual partnership management fee based on .5 percent
of the
aggregate cost of all Apartment Complexes acquired by the
Operating
Partnerships, less the amount of certain partnership management
and
reporting fees paid or payable by the Operating Partnerships, has
been
accrued as payable to Boston Capital Asset Management Limited
Partnership.  The annual partnership management fee accrued
during the year
ended March 31, 1998 was $2,509,932.  Accrued fees are payable
without
interest as sufficient funds become available.

   2.   The Partnership has reimbursed, or accrued to, an affiliate
      of the
General Partner a total of $103,239 for amounts charged to
operations
during the year ended March 31, 1998. The reimbursement includes,
but may not
be limited to postage, printing, travel, and overhead
allocations.

Item 12.    Security Ownership of Certain Beneficial Owners and
            Management

    (a)     Security ownership of certain beneficial owners.

    As of March 31, 1998, 18,679,738 BACs had been issued.  No
person is
known to own beneficially in excess of 5% of the outstanding BACs
in any
of the Series.

    (b)     Security ownership of management.

    The General Partner has a 1% interest in all Profits, Losses,
Credits
and distributions of the Partnership.  The Partnership's response
to Item
12(a) is incorporated herein by reference.

    (c)     Changes in control.

    There exists no arrangement known to the Partnership the
operation of
which may at a subsequent date result in a change in control of
the
Partnership.  There is a provision in the Limited Partnership
Agreement
which allows, under certain circumstances, the ability to change
control.

Item 13.    Certain Relationships and Related Transactions

    (a)     Transactions with management and others.


    The Partnership has no officers or directors.  However, under
the
terms of the public offering, various kinds of compensation and
fees are
payable to the General Partner and its Affiliates during the
organization
and operation of the Partnership.  Additionally, the General
Partner will
receive distributions from the Partnership if there is cash
available for
distribution or residual proceeds as defined in the Partnership
Agreement.  The amounts and kinds of compensation and fees are
described
on pages 32 to 33 of the Prospectus under the caption
"Compensation and
Fees", which is incorporated herein by reference.  See Note B of
Notes to
Financial Statements in Item 14 of this Annual Report on Form
10-K for



                                   47



amounts accrued or paid to the General Partner and its affiliates
during
the period from April 1, 1995 through March 31, 1998.

    (b)     Certain business relationships.

    The Partnership response to Item 13(a) is incorporated herein
by
    reference.

    (c)     Indebtedness of management.

            None.

    (d)     Transactions with promoters.

            Not applicable.








































                                   48





                                   PART IV
                                   -------
Item 14.    Exhibits, Financial Statement Schedules, and Reports
on
            Form 8-K

    (a) 1 and 2.     Financial Statements and Financial Statement
                     Schedules

    Independent Auditors' Report

    Balance Sheets, March 31, 1998 and 1997

    Statement of Operations, Years ended March 31, 1998, 1997,
and
    1996.

    Statements of Changes in Partners' Capital, Years ended March
    31, 1998, 1997 and 1996.

    Statements of Cash Flows, Years ended March 31, 1998, 1997
and
    1996.

    Notes to Financial Statements, March 31, 1998, 1997 and
    1996.

    Schedule III - Real Estate and Accumulated Depreciation

    Notes to Schedule III

    Schedules not listed are omitted because of the absence of
the
    conditions under which they are required or because the
    information is included in the financial statements or the
notes
    hereto.

    (a) 3.  Exhibits (listed according to the number assigned
            in the table in Item 601 of Regulation S-K)

        Exhibit No. 3 - Organization Documents.

        a.   Certificate of Limited Partnership of Boston
             Capital Tax Credit Fund II Limited Partnership.
             (Incorporated by reference from Exhibit 3 to the
             Partnership's Registration Statement No. 33-30145
             on Form S-11 as filed with the Securities and
             Exchange Commission on October 25, 1989.)







                                    49










        Exhibit No. 4 - Instruments defining the rights of
security
        holders, including indentures.

        a.   Agreement of Limited Partnership of Boston
             Capital Tax Credit Fund II Limited Partnership.
             (Incorporated by reference from Exhibit 4 to the
             Partnership's Registration Statement No. 33-30145
             on Form S-11 as filed with the Securities and
             Exchange Commission on October 25, 1989.)

        Exhibit No. 10 - Material contracts.

        a.   Beneficial Assignee Certificate.  (Incorporated
             by reference from Exhibit 10A to the
             Partnership's Registration Statement No. 33-30145
             on Form S-11 as filed with the Securities and
             Exchange Commission on October 25, 1989.)

        Exhibit No. 28 - Additional exhibits

    (b) Reports on Form 8-K
        -------------------

    (c) Exhibits
        --------
    The list of exhibits required by Item 601 of Regulation S-K
is
    included in Item (a)(3).

    (d) Financial Statement Schedules
        -----------------------------
    See Item (a) 1 and 2 above.

    (e) Independent Auditors' Reports for Operating Limited
        Partnerships.
        ---------------------------------------------------

















                                    50

                                  SIGNATURES
                                  ----------
    Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report
to be
signed on its behalf by the undersigned, thereunto duly
authorized.

                      Boston Capital Tax Credit Fund II
                      Limited Partnership

                      By:        Boston Capital Associates II
                                 Limited Partnership, General
                                 Partner

                      By:        Boston Capital Associates



Date:  July 14, 1998                 By:  /s/ John P. Manning
                                          -------------------
                                          John P. Manning



                                     By:  /s/ Herbert F. Collins
                                          ----------------------
                                          Herbert F. Collins

   Pursuant to the requirements of the Securities Exchange Act of
1934,
this report has been signed below by the following persons on
behalf of
the Partnership and in the capacities and on the dates indicated:

DATE:  July 14, 1998             SIGNATURE:              TITLE:
                                                         General
Partner and
                                 /s/ John P. Manning
Principal Executive
                                 -------------------     Officer,
Principal
                                 John P. Manning
Financial Officer and

Principal Accounting
                                                         Officer
of Boston
                                                         Capital
Associates

                                                         General
Partner and
                                 /s/ Herbert F. Collins
Principal Executive
                                 ---------------------   Officer,
Principal
                                 Herbert F. Collins
Financial Officer and

Principal Accounting
                                                         Officer
of Boston
                                                         Capital
Associates





                                    51








<PAGE>

                      FINANCIAL STATEMENTS AND
                    INDEPENDENT AUDITORS  REPORT

                      BOSTON CAPITAL TAX CREDIT
                    FUND II LIMITED PARTNERSHIP -
                   SERIES 7, 9 THROUGH 12, AND 14

                      MARCH 31, 1998 AND 1997
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                          TABLE OF CONTENTS

                                                                 PAGE

INDEPENDENT AUDITORS  REPORT                                      F-3

FINANCIAL STATEMENTS

         BALANCE SHEETS                                           F-5

         STATEMENTS OF OPERATIONS                                F-12

         STATEMENTS OF CHANGES IN PARTNERS  CAPITAL              F-19

         STATEMENTS OF CASH FLOWS                                F-23

         NOTES TO FINANCIAL STATEMENTS                           F-37

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION          F-71

NOTES TO SCHEDULE III



Schedules  not  listed  are  omitted  because of the absence of the
conditions  under which they are required or because the information
is included in the financial statements or the notes thereto.
<PAGE>

                     Reznick Fedder & Silverman
     Certified Public Accountants * A Professional Corporation

    4520 East-West Highway * Suite 300 * Bethesda, MD 20814-3319
                 (301) 652-9100 * Fax (301) 652-1848

                    INDEPENDENT AUDITORS  REPORT

To the Partners
Boston Capital Tax Credit Fund II
  Limited Partnership

        We   have  audited the accompanying balance sheets of Boston
Capital   Tax  Credit  Fund II Limited Partnership, including Boston
Capital  Tax Credit Fund II Limited Partnership - Series 7, Series 9
through  12, and Series 14, in total and for each series as of March
31,  1998 and 1997 and the related statements of operations, changes
in  partners   capital and cash flows, for the total partnership and
for  each  of  the series, for each of the three years in the period
ended   March  31,  1998.   These  financial   statements  are   the
responsibility  of the partnership's management.  Our responsibility
is  to express an opinion on these financial statements based on our
audits.     We  did  not  audit  the financial statements of certain
operating   partnerships  in which Boston Capital Tax Credit Fund II
Limited   Partnership   owns   a   limited   partnership   interest.
Investments  in such partnerships comprise the following percentages
of  the  assets as of March 31, 1998 and 1997 for Series 7, Series 9
through  12 and Series 14, and the limited partnership loss for each
of  the three years in the period ended March 31, 1997 for Series 7,
Series  9  through  12,  and  Series  14: Total, 31% and 32% of the
assets  and  22%, 11% and 21% of the partnership loss; Series 7, 4%
and  4%  of  the assets and 7%, 5% and 17% of the partnership loss;
Series  9,  33%  and  38% of the assets and 27%, 26% and 21% of the
partnership  loss;  Series 10, 36% and 31% of the assets and 7%, 4%
and  5%  of  the  partnership  loss;  Series 11, 43% and 18% of the
assets and 34%, 10% and 31% of the partnership loss; Series 12, 30%
and  26% of the assets and 32%, 24% and 28% of the partnership loss;
and  Series  14,  25% and 16% of the assets and 18%, 15% and 20% of
the    p artnership   loss.   The  financial  statements  of  these
partnerships  were  audited  by  other auditors, whose reports have
been  furnished  to  us,  and our opinion, insofar as it relates to
information  relating to these partnerships, is based solely on the
reports of the other auditors.

        We  conducted  our  audits  in  accordance  with   generally
accepted  auditing standards.  Those  standards require that we plan
and  perform the audit to obtain reasonable  assurance about whether
the  financial  statements  are  free of  material misstatement.  An
audit  includes  examining, on a test basis, evidence supporting the
amounts  and disclosures in the financial statements of each series.
An  audit also includes assessing the accounting principles used and
significant  estimates made by management, as well as evaluating the
overall  financial  statement  presentation.    We believe  that our
audits  and  the reports of the other auditors provide  a reasonable
basis for our opinion.

                                F-3
<PAGE>

        In  our opinion, based on our audits and the reports of the
other  auditors, the financial statements referred to above present
fairly,  in all material respects, the financial position of Boston
Capital  Tax  Credit  Fund II Limited Partnership, including Boston
Capital Tax Credit Fund II Limited Partnership - Series 7, Series 9
through 12, and Series 14, in total and for each series as of March
31,  1998  and  1997 and the results of its operations and its cash
flows for the total partnership and for each of the series for each
of  the  three  years  in  the  period  ended  March  31,  1998, in
conformity with generally accepted accounting principles.

        We  and  other  auditors  have also audited the information
included in the related financial statement schedule listed in Form
10-K,  Item  14(a)  of  Boston  Capital  Tax Credit Fund II Limited
Partnership  Series  7,  Series  9  through 12, and Series 14 as of
March  31, 1998.  In our opinion, the schedule presents fairly, the
information  required  to  be set forth therein, in conformity with
generally accepted accounting principles.

Bethesda, Maryland
July 8, 1998

                                F-4

McGLADREY & PULLEN, LLP
Certified Public Accountants and ConsultantsINDEPENDENT AUDITOR'S REPORTTo
the PartnersDeer Hill II Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Deer Hill II Limited
Partnership as of December 31, 1997 and 1996, and the related statements of
income, partners' deficit, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Deer Hill II Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1998 on our consideration of Deer Hill II Limited
Partnership's internal control and a report dated January 20, 1998 on its
compliance with laws and regulations.


Greensboro, North Carolina
January 20, 1998











LAMORENA & CHANG
CERTIIIED PUBLIC ACCOUNTANTS

22 BATTERY STREET, SUITE 412     TELEPHONE: 415.781.8441
SAN FRANCISCO, CALIFORNIA 94111    FACSIMILE: 415.781.8442


INDEPENDENT AUDITORS'REPORT


To the Partners
King City Elderly Housing Associates
(a California Limited Partnership)
Salinas, California


We have audited the accompanying balance sheet of the King City Elderly
Housing Associates (a California Limited Partnership) as of December 31,
1997 and 1996, and the related statements of operations, partners' equity
(deficit), and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these statements based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management as well as evaluating the
overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the King City Elderly
Housing Associates (a California Limited Partnership) as of December 31,
1997 and 1996, and the results of its operations changes in partner's
equity (deficit), and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages and is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

January 25, 1998


BLOOM, GETTIS, HABIB, SILVER & TERRONE, P.A.CERTIFIED PUBLIC ACCOUNTANTS
SUITE 1450
2601 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133-9893
TELLEPHONE (305) 858-6211
FACSIMILE (305) 858-9696

BURT R. BLOOM, C.P.A., C.V.A.
LAWRENCE W. GETTIS, C.P.A.
STEVEN M. HABIB, C.P.A.
MICHAEL A. SILVER, C.P.A.
ROGER J. TERRONE, C.P.A.
CURT A. ROSNER, C.P.A.

MEMBERS
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS


To the PartnersMetropole Apartments Associates, Ltd.Boston, Massachusetts

INDEPENDENT AUDITORS' REPORT
We have audited the accompanying Balance Sheets of Metropole Apartments
Associates, Ltd. (a Florida Limited Partnership), as of December 31, 1997
and 1996, and the related Statements of Operations, Partners' Deficit and
Cash Flows for the years then ended.  These financial statements are the
responsibility of the Metropole Apartments Associates, Ltd.'s management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Metropole Apartments
Associates, Ltd. as of December 31, 1997 and 1996, and the results of its
operations, the changes in partners' deficit and cash flows for the years
then ended in conformity with generally accepted accounting principles.


Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit Procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

January 22, 1998












































Dulin, Ward & DeWald, Inc.Certified Public Accountants


Michael R. DeWald
Robert F. Meyer
James R. Doty
J. Nelson Coats
Michael J. O'Brien
Jeff A. Taner
Mark S.WesterhausenJames E. Hindle, Jr. (1949 - 1994)
Offices Located in Fort Wayne and Marion, Indiana



INDEPENDENT AUDITOR'S REPORT



To the Partners of
Oakview Limited (A Limited Partnership)
Corunna, Indiana


We have audited the accompanying balance sheets of Oakview Limited (A
Limited Partnership) as of December 31, 1997 and 1996, and the related
statements of income, partners' equity, and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States and the U.S. Department of agriculture,
Fanners Home Administration "Audit Program." Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management
as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Oakview Limited (A
Limited Partnership) as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.




Our audits were made for the purpose forming an opinion on the basic
financial statements taken as a whole.  The accompanying expense analysis
is presented for purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has been subjected to
the audit procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated January 22, 1998 on our consideration of Oakview Limited's
internal control structure and a report dated January 22, 1998 on its
compliance with laws and regulations.


Fort Wayne, Indiana

Our mission is to assist businesses, organizations and individuals in
measuring, controlling and managing their financial success.

1610 Spy Run Avenue, Fort Wayne, Indiana 46805
219-423-2414 / 800-232-8913
219-423-2419 (Fax)





McGLADREY & PULLEN, LLPCertified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORTTo the Partners
Westwood Square Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Westwood Square Limited
Partnership as of December 31, 1997 and 1996, and the related statements of
income, partners' deficit, and cash flows for the years then ended.  These
financial statement are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Westwood Square Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1998 on our consideration of Westwood Square
Limited Partnership's internal control and a report dated January 20, 1998
on its compliance with laws and regulations.

Greensboro, North Carolina
January 20, 1998












CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
56 COURT STREET - P.0 BOX 705 - KEENE, NEW HAMPSHIRE 03431 - (603) 357-4882


To the Partners of
Beaver Brook Housing Associates Limited Partnership


Independent Auditors' Report

We have audited the accompanying balance sheets of Beaver Brook Housing
Associates (a Limited Partnership) (Case No. 34-06-020424443) as of
December 31, 1997 and 1996 and the related statements of income and
expense, partners' equity (deficit), and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Beaver Brook Housing
Associates (a Limited Partnership) at December 31, 1997 and 1996 and the
results of its operations, its partners' equity (deficit) and its cash
flows for the years then ended in conformity with generally accepted
principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated January 21, 1998 on our consideration of Beaver Brook Housing
Associates' internal control structure and on its compliance with laws and
regulations.

January 21, 1998












Dulin, Ward & DeWald, Inc.Certified Public Accountants

Michael R. DeWald
Robert F. Meyer
James R. Doty
J. Nelson Coats
Michael J. O'Brien
Jeff A. Taner
Mark S. WesterhausenJames E. Hindle, Jr. (1949 - 1994)

Offices Located in Fort Wayne and Marion, Indiana
INDEPENDENT AUDITOR'S REPORT

To the Partners ofBrooklyn Limited (An Indiana Limited Partnership)
Corunna, Indiana

We have audited the accompanying balance sheets of Brooklyn Limited (An
Indiana Limited Partnership) as of December 31,1997 and 1996, and the
related statements of income, partners' equity, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of agriculture,
Farmers Home Administration "Audit Program." Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion the financial statements referred to above present fairly,
in all material respects, the financial position of Brooklyn Limited (An
Indiana Limited Partnership) as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 9 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and,
in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

In accordance with Government Auditing Standards we have also issued a
report dated January 22, 1998 on our consideration of Brooklyn Limited's
internal control structure and a report dated January 22, 1998 on its
compliance with laws and regulations.


Fort Wayne, Indiana
January 22, 1998


Our mission is to assist businesses, organizations and individuals in
measuring, controlling and managing their financial success.

1610 Spy Run Avenue, Fort Wayne, Indiana 46805

219-423-2414 / 800-232-8913
219-423-2419 (Fax)



INDEPENDENT AUDITORS'REPORT

To the Partners
Corinth Housing Redevelopment Company

We have audited the accompanying balance sheet of Corinth Housing
Redevelopment Company as of December 31, 1997, and the related statements
of operations, partners' equity, and cash flows for the year then ended.
The financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on the financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by Management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Corinth Housing
Redevelopment Company as of December 31, 1997, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

The 1996 financial statements of Corinth Housing Redevelopment Company were
audited by other accountants whose report dated January 21, 1997, stated
that they were not aware of any material modifications that should be made
to those statements in order for them to be in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 2, 1998, on our consideration of the Program's
internal control structure and it's compliance with laws and regulations.

February 2, 1998
Albany, New York







FECTEAU & COMPANY, P.C.


Flegal & Tibbitts
Certified Public Accountants
May K. Flegal, CPA
Jana L. Tibbitts, CPA


To the Partners
Fawn River Apartments


INDEPENDENT AUDITORS' REPORT


We have audited the accompanying balance sheet of Fawn River Apartments (a
partnership) Project 026078-382856293 as of December 31, 1997 and related
statement of operations, partners' equity and cash flows for the year then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and standards for financial and compliance audits contained in
the Standards for Audit of Governmental Organizations, Programs,
Activities. and Functions issued by the U.S. General Accounting Office.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether financial statements are free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Fawn River Apartments
Project #26-078-382856293 as of December 31, 1997, and its operations, cash
flows and its changes in partners' equity for the year then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards.  We have also issued a
report











dated February 19, 1998, on our consideration of Fawn River Apartments
Project #26-078-382856293 internal control structure and a report dated
February 19, 1998, on its compliance with laws and regulations.

February 19, 1998

The Waters Edge, Second Floor5930 Lovers Lane
Portage, Michigan 49002
Phone (616) 383-1900

FLEGAL & TIBBITTS

227 Hubbard Street
Allegan, Michigan 49010
Phone (616) 673-2222


SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANIS
1230 AIRPORT ROAD
P.O. BOX 1177PANAMA CITY, FLORIDA 32402Phone: (850) 785-0261Fax:   (850)
785-2078


INDEPENDENT AUDITORS' REPORTTo the PartnersFountain Green Apartments,
Ltd.Panama City, FloridaWe have audited the accompanying balance sheets of
Fountain Green Apartments, Ltd., FmHA Project No: 09-46-592948719, as of
December 31, 1997 and 1996, and the related statements of operations,
partners' equity and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government issued by the Comptroller General of the United
States.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Fountain Green
Apartments, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Panama City, Florida
January 27, 1998





INDEPENDENT AUDITORS'REPORT

To the Partners
Greenwich Housing Redevelopment Company

We have audited the accompanying balance sheet of Greenwich Housing
Redevelopment Company as of December 31, 1997, and the related statements
of operations, partners' equity, and cash flows for the year then ended.
The financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on the financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by Management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Greenwich Housing
Redevelopment Company as of December 31, 1997, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

The 1996 financial statements of Greenwich Housing Redevelopment Company
were audited by other accountants whose report dated January 15, 1997,
stated that they were not aware of any material modifications that should
be made to those statements in order for them to be in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 2, 1998, on our consideration of the Program's
internal control structure and it's compliance with laws and regulations.


Fecteau & Company, P.C.


February 2, 1998
Albany, New York





OSCAR N. HARRIS & ASSOCIATES, P.A.
Certified Public Accountants

OSCAR N. HARRIS, C.P.A.  SHERRY S. JOHNSON, C.P.A.
KENNETH E. MILTON, C.P.A.
CONNIE P. STANCIL, C.P.A.

MEMBERS: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOLINTANTS
NORTH CAROLINA ASSOCIATION OFCERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Grifton Housing Associates, A NC Limited Partnership
Charlotte, North Carolina

We have audited the balance sheets of Grifton Housing Associates, A NC
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of partners, capital, income, and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Grifton Housing
Associates, A NC Limited Partnership as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 6, 1998 on our consideration of Grifton Housing
Associates, a
NC Limited Partnership's internal control structure and a report dated
February 6, 1998 on its compliance with laws and regulations.



100 EAST CUMBERLAND STREET, P.O. BOX 578, DUNN, N.C. 28335 (910) 892-1021
FAX (910) 892-6084













































Grifton Housing Associates, A NC Limited Partnership
Page Two


Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  Schedules 1, 2, 3, and 4 on pages
15, 16, 17, and 18 are presented for purposes of additional analysis and
are not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

Oscar N. Harris & Associates, P.A.
Certified Public Accountants


February 6, 1998


LOUIS YOUNG C.P.A. INC.
2630 E. ASHLAN - FRESNO, CALIFORNIA 93726
(209) 224-5141


INDEPENDENT AUDITORIS REPORT


The Partners
Hacienda Villa Associates
Firebaugh, California



We have audited the accompanying balance sheet of Hacienda Villa Associates
(A Limited Partnership) as of December 31, 1997, and the related statements
of operations, partners' capital and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hacienda Villa
Associates (a Limited Partnership) as of December 31, 1997, and the results
of its operations and its cash flows for the year then ended, in conformity
with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 14 and 15 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



Louis Young CPA Inc.
Fresno, California


February 26, 1998


DUGGAN, JOINER,
BIRKENMEYER,
STAFFORD & FURMAN, RA.
Certified Public Accountants

MAICOIM R. DUGGAN, JR. C.P.A.
C.D. JOINER, JR., C.P.A., Retired
WAYNE J.BIRKENMYER, C.P.A.
FRANK E.STAFFORD, JR C.P.A.
EDWARD J.FURMAN, C.P.A.
O.H. DANIELS, JR, C.P.A.
R.PHILLIP BLEDSOE, C.P.A.
CAROLE A.WRIGHT, C.P.A.
ANNETTE C. FURMAN, C.P.A.
DAVID A.YOUNG, JR., C.P.A.


MEMBERS:

AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

February 6, 1998

To the Partners
Haines City Apartments, Ltd.


We have audited the accompanying basic fina.cial statements of Haines City
Apartments, Ltd., as of and for the year ended December 31, 1997 and 1996,
as listed in the table of contents.  These basic financial statements are
the responsibility of the partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
Govermnent Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the basic financial statements referred to above present
fairly, in all material respects, the financial position of Haines City

Apartments, Ltd. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 6, 1998 on our consideration of Haines City
Apartments, Ltd's internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information
presented on pages 9 to 15 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements.  The
information on pages 9 to 14 has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.  The information on page 15, which
is of a nonaccounting nature, has not been subjected to auditing procedures
applied in the audits of the basic financial statements, and we express no
opinion on it.


BOWMAN & COMPANY, LLP

Certified Public Accountants

Herbert H.Bowman,
Bruce G. Bentz,
Taylor M.Weltz,
Kathleen D.O'Brien,
Gary R.Daniel
Daniel E. Phelps

Telephone: 209/473-1040
LODI: 209/333-0540
Fax: 209/ 473-9771
2431 West March Lane,
Suite 100
Stockton California,
95207-6598

INDEPENDENT AUDITORS'REPORT


To the Partners
Glennwood Hotel Investors
(A California Limited Partnership)
Sacramento, Califomia


We have audited the accompanying balance sheets of Glennwood Hotel
Investors (A California Limited Partnership) as of December 31, 1997 and
1996, and the related statements of income, partners' equity (deficit), and
cash flows for the years then ended.  These financial statements are the
responsibility ofthe Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
ofmaterial misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Glennwood Hotel
Investors (A California Limited Partnership) as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Stockton, Califomia
January 14, 1998

INDEPENDENT AUDITORS'REPORT

To the Partners
Greenwich Housing Redevelopment Company

We have audited the accompanying balance sheet of Greenwich Housing
Redevelopment Company as of December 31, 1997, and the related statements
of operations, partners' equity, and cash flows for the year then ended.
The financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on the financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by Management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Greenwich Housing
Redevelopment Company as of December 31, 1997 and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

The 1996 financial statements of Greenwich Housing Redevelopment Company
were audited by other accountants whose report dated January 15, 1997,
stated that they were not aware of any material modifications that should
be made to those statements in order for them to be in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 2, 1998, on our consideration of the Program's
internal control structure and it's compliance with laws and regulations.

FECTEAU & COMPANY, P.C.


February 2, 1998
Albany, New York



FECTEAU & COMPANY, P.C.
McGEE & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


Independent Auditors' Report

To the Partners
Kristin Park Apartments, Ltd.
and Rural Development

We have audited the accompanying balance sheets of Kristin Park Apartments,
Ltd. (a limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kristin Park
Apartments, Ltd. as of December 31, 1997 and 1996, and the results of its
operations and the changes in partners' equity and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1998, on our consideration of Kristin Park
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants.

Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Kristin Park
Apartments, Ltd.  Such information has been subjected to the auditing
procedures applied in the audit of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.



January 16, 1998
Farmington, New Mexico




BURKE & REA

CERTIFIED PUBLIC ACCOUNTANTS

EDWARD T. BURKE, C.P.A.
BERNARD E. REA, C.P.A.

INDEPENDENT AUDITORS' REPORT

To the Partners
Maywood Associates, Ltd.
(A California Limited Partnership)
Cheyenne, WY

We have audited the accompanying balance sheets of Maywood Associates, Ltd.
(A California  Limited Partnership), USA Rural Development Case No. 04-052-
680184284, as of December, 31, 1997 and 1996, and the related statements of
income, partners' equity, and cash flows for the years the ended.  These
financial statements are the responsibility of the Partnership's
management. Our, responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maywood Associates,
Ltd. (A California Limited Partnership) as of December 31, 1997 and 1996,
and the results of its operation, and its cash flows for then years ended,
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated March 13, 1998 on our consideration of Maywood Associates,
Ltd.'s internal control structure and a report dated March 13, 1998 on its
compliance with laws and regulations.
Stockton, California.
March 13, 1998

- 1 -
P.O. BOX 4632,STOCKTON, CA 95204
TELEPHONE 209/933-9113 FAX 2091933-9115




FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969



INDEPENDENT AUDITORS' REPORT


To the General Partners of
Meadow Run Limited Partnership

We have audited the accompanying balance sheets of Meadow Run Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Meadow Run Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.



Floyd & Company, CPA




February 28, 1998
Dauby O'Connor & Zaleski

A Limited Liability Company
Certified Public Accountants


Independent Auditors' Report



To the Partners
Pedcor Investments 1989-VIII, L.P.



We have audited the accompanying balance sheets of Pedcor Investments 1989-
VIII, L.P. as of December 31, 1997 and 1996, and the related statements of
loss, partners' equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Pedcor Investments 1989-
VIII, L.P. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying information is presented for additional analysis
and is not a required part of the basic financial statements.  Such
information has been subjected to the same auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is
presented fairly in all material respects in relation to the basic
financial statements taken as a whole.

Indianapolis, Indiana
January 23, 1998

Dauby O'Connor & Zaleski, LLC
Certified Public Accountants

698 Pro Med Lane, Carmel, Indiana 46032
317-848-5700 Fax: 317-815-6140

STANCIL & COMPANY

INDEPENDENT AUDITORS' REPORT

To the Partners of
Quail Hollow of Warsaw Limited Partnership
Raleigh, North Carolina


We have audited the accompanying balance sheets of Quail Hollow of Warsaw
Limited Partnership as of December 31, 1997 and 1996 and the related
statements of operations, partners' capital, and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Quail Hollow of Warsaw
Limited Partnership as of December 31, 1997 and 1996 and the results of its
operations, changes in partners' capital and cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 12 through 16 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the audit procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 4, 1998 on our consideration of Quail Hollow of
Warsaw Limited Partnership's internal control and a report dated February
4, 1998 on its compliance with laws and regulations applicable to the
financial statements.

Raleigh, North Carolina
February 4, 1998
CERTIFIED PUBLIC ACCOUNTANTS

MANAGEMENT CONSULTANTS




Schonwit & Associates
Certified Public Accountants
575 Anton Boulevard, Suite 500, Costa Mesa, California 92626
(714) 437-1025  FAX (714) 957-1678
INDEPENDENT AUDITOR'S REPORT
To the PartnersRaitt Street Apartments, A California Limited Partnership


I have audited the accompanying balance sheet of Raitt Street Apartments, A
California  Limited Partnership, as of December 31, 1997, and  the  related
statements  of operations, partners' equity, and cash flows  for  the  year
then  ended.   These  financial statements are the  responsibility  of  the
partnership's  management.  My responsibility is to express an  opinion  on
these  financial  statements based on my audit.  I have previously  audited
and reported on the financial statements for the preceding year.

I  conducted  my  audit  in  accordance with  generally  accepted  auditing
standards.   Those standards require that I plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  I believe  that  my  audit
provides a reasonable basis for my opinion.

In  my  opinion  the  accompanying financial statements referred  to  above
present  fairly, in all material respects, the financial position of  Raitt
Street  Apartments,  A California Limited Partnership as  of  December  31,
1997,  and the results of its operations, the changes in partners'  equity,
and  cash  flows  for  the  year then ended in  conformity  with  generally
accepted accounting principles.

My  audit  was  made  for the purpose of forming an opinion  on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
page  6  is  presented for purposes of additional analysis  and  is  not  a
required part of the basic financial statements.  Such information has been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial  statements and, in my opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

SCHONWIT & ASSOCIATES

January 27, 1998







Suby, Von Haden& Associates, S.C.CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants


INDEPENDENT AUDITOR'S REPORT


To the Partners
School Street Limited Partnership II
Madison, Wisconsin

We have audited the accompanying balance sheets of School Street Limited
Partnership II as of December 31, 1997 and 1996, and the related statements
of loss, partners' equity and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of School Street Limited
Partnership II as of December 31, 1997 and 1996, and the results of its
operations, changes in partners' equity and its cash flows for the years
then ended in conformity with generally, accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern.  As discussed in Note I to
the financial statements, the partnership has incurred recurring operating
losses and anticipates that this condition will continue.  This factor
raises substantial doubt about the partnership's ability to continue as a
going concern.  Management's plans in regard to these matters are also
described in Note I. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

January 22, 1998

1221 John Q. Hammons Dr. - P.O. Box 44966 - Madison, WI 53744-4966 -
(608) 831-8181 - FAX (608) 831-4243MADISON - MILWAUKEE - ROCKFORD




BAKER NEWMAN & NOYESCERTIFIED PUBLIC ACCOUNTANTSINDEPENDENT AUDITORS'
REPORT

To the PartnersSouth Paris Heights Associates(A Maine Limited
Partnership)We have audited the accompanying balance sheets of South Paris
Heights Associates (A Maine Limited Partnership) as of December 31, 1997
and 1996, and the related statements of operations and changes in
accumulated deficit and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of South Paris Heights
Associates (A Maine Limited Partnership) at December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated February 12, 1998 on our consideration of the internal
control over financial reporting of South Paris Heights Associates (A Maine
Limited Partnership) and our tests of its compliance with certain
provisions of laws and regulations.











                                    1




To the Partners
South Paris Heights Associates
(A Maine Limited Partnership)
page 2

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The accompanying additional
information is presented solely for the use of the U.S. Department of
Agriculture - Rural Housing and Community Development and is not a required
part of the basic financial statements.  Part I of the Multiple Family
Housing Borrower Balance Sheet, Form FmHA 1930-8 and Column 2 (Actual),
Parts I, II and III of the Multiple Family Housing Project Budget, Form
FmHA 1930-7, have been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.  We have not audited Parts IV, V, and VI, and
Columns 1 and 3 (Current Budget and Proposed Budget) of Parts I, II and III
of Form FmHA 1930-7, and, accordingly, express no opinion thereon.

February 12, 1998

Baker Newman & Noyes
Limited Liability Company






























BENDER, WELTMAN THOMAS & CO
CERTIFIED PUBLIC ACCOUNTANTS
1067 NORTH MASON ROAD, SUITE 7
ST. LOUIS, MISSOURI 63141-6341
(314) 576-1350
FAX (314) 576-9650

William J. Bender
Joel W. Weltman
James E. Thomas
Gerald D. Magruder

INDEPENDENT AUDITORS' REPORT

To The Partners
Springfield Housing Associates, L.P.
Springfield, Illinois

We have audited the accompanying balance sheets of Springfield Housing
Associates, L.P., a (limited partnership), as of December 31, 1997 and
1996, and the related statements of operations, partners' capital, and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  These standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statements presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Springfield Housing
Associates, L.P., (a limited partnership), as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

BENDER, WELTMAN, THOMAS & CO., CPA'S

February 13, 1998



Members:  American Institute of Certified Public Accountants
          Missouri Society of Certified Public Accountants





Thomas C. Cunningham, CPA PC
23 MOORE STREET
BRISTOL, VIRGINIA 24201
(540) 669-5531

INDEPENDENT AUDITOR'S REPORT

To the Partners,

Tappahannock Greens Limited Partnership

I have audited the accompanying balance sheet of Tappahannock Greens
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of operations, partner' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that I
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Tappahannock Greens
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations, changes in partners' equity, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the audit procedures applied in the audits of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a
report dated February 18, 1998 on my consideration of Tappahannock Green.
Limited Partnership's internal control and a report dated February 18, 1998
on its compliance with laws and regulations applicable to the financial
statements.


THOMAS C. CUNNINGHAM, CPA P.C.
February 18, 1998


SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
1230 AIRPORT ROADP.O. BOX 1177PANAMA CITY, FLORIDA 32402Phone:  (850) 785-
0261Fax:    (850) 785-2078

INDEPENDENT AUDITORS' REPORTTo the Partners
Village Oaks Apartments II, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Village Oaks Apartments,
II, Ltd., FmHA Project No: 09-061-0592884971, as of December 31, 1997 and
1996, and the related statements of operations, partners, equity (deficit)
and cash flows for the years then ended.  These financial statements are
the responsibility of the partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our-audits in accordance with generally accepted auditing
standards and Government issued by the Comptroller General of the United
States.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Village Oaks Apartments
II, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted  accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Panama City, Florida
January 29, 1998





Coopers & LybrandReport of Independent AccountantsTo the PartnersWilmington
Housing Redevelopment CompanyWe have audited the accompanying statements of
financial position of Wilmington Housing Redevelopment Company (A Limited
Partnership), as of December 31, 1997 and 1996, and the related statements
of operations and partners' capital (deficit), changes in partners' capital
(deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Wilmington Housing
Redevelopment Company as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 21, 1998 on our consideration of Wilmington Housing
Redevelopment Company's internal control structure and a report dated
January 21, 1998 on its compliance with laws and regulations..

Rochester, New York
January 21, 1998












FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969



INDEPENDENT AUDITORS' REPORT


To the General Partners of
Autumn Lane Limited Partnership



We have audited the accompanying balance sheets of Autumn Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Autumn Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.



Floyd & Company, CPA

February 28, 1998
DANIEL G. DRANE
CERTIFIED PUBLIC ACCOUNTANT

Telephone (502)756-5704
FAX (502)756-5927
e-mail dgdepa@bbtel.com
209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143

INDEPENDENT AUDITORS REPORT

To the Partners
Butler Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Butler Properties,
Limited (a Kentucky limited partnership), RHS Project No.: 20-016-
0611166123, as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility ofthe partnership's
management.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Govemment Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opirdon.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Butler Properties,
Limited, as of December 31, 1997 and 1996, and the results of its
operations, the changes in its partners' capital and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 14 and 15 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


Daniel G. Drane
Certified Public Accountant
March 10, 1998

FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT

To the General Partners of
Ellaville Properties Limited Partnership

We have audited the accompanying balance sheets of Ellaville Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the related statements of operations, partners, equity (deficit) and
cash flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Ellaville Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.



Floyd & Company, CPA


February 28, 1998
DANIEL G. DRANIF,   Telephone
CERTIFIED PUBLIC ACCOUNTANT

209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143
(502)756-5704
FAX (502)756-5927
e-mail dgdcpa@bbtel.com

INDEPENDENT AUDITORS REPORT

To the Partners
Hart Properties, Limited
Leitchfield, Kentucky


I have audited the accompanying balance sheets of Hart Properties, Limited
(a Kentucky Limited partnership), RHS Project No.: 20-050-611135226, as of
December 31, 1997 and 1996, and the related statements of operations,
partners' capital/deficit, and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's
management.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hart Properties,
Limited, as of December 31, 1997 and 1996, and the results of its
operations, the changes in its partners' capital/deficit and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 13 and 14 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


Daniel G. Drane
Certified Public Accountant
March 10, 1998

Byrd, Smalley,
Evans, Adams & Johnson, P.C.CERTIFIED PUBLIC ACCOUNTANTS
TELEPHONE (205) 353-1611
FAX (205) 353-1578

237 Johnston Street S.E.
Post Office Box 2179,
Decatur, AL 35602-2179Independent Auditor's ReportTo the PartnersHousing
Investors, Athens II, LTD.Decatur, AlabamaWe have audited the accompanying
balance sheet of Housing Investors Athens II, Ltd. (a partnership) as of
December 31, 1997 and 1996, and the related statements of operations,
partners' capital, and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.  An audit
includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as Financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Housing investors
Athens -II, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

February 25, 1998












BURKE & REA

EDWARD T. BURKE, C.P.A.
BERNARD E. REA, C.P.A.

INDEPENDENT AUDITORS' REPORT

To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California

CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheets of Maidu Properties (A
California Limited Partnership), as of Deceber 31, 1997 and 1996, and the
related statements of income, partners' equity, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maidu Properties (A
California Limited Partnership) as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information for
the years ended December 31, 1997 and 1996, on pages 13 and 14, is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Stockton, California
March 20, 1998

P.O. BOX 4632                                      STOCKTON, CA 95204

TELEPHONE 209/933-9113 FAX 209/933-9115

FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT

To the General Partners of
Meadowbrook Properties II Limited Partnership

We have audited the accompanying balance sheets of Meadowbrook Properties
II Limited Partnership (a Georgia Limited Partnership) as of December 31,
1997 and the related statements of operations, partners, equity (deficit)
and cash flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Meadowbrook Properties
II Limited Partnership (a Georgia Limited Partnership) as of December 31,
1997 and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1998











DANIEL G. DRANE
CERTIFIED PUBLIC ACCOUNTANT

209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143


INEPENDENT AUDITORS REPORT

To the Partners
Morgantown Properties, Limited
Leitchfield, Kentucky

Telephone (502)756-5704
FAX (502)756-5927
e-mail dgdcpa@bbtcl-com

I have audited the accompanying balance sheets of Morgantown Properties,
Limited (a Kentucky limited partnership), RHS Project No.: 20-016-
0611149787, as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital/deficit, and cash flows for the years then
ended.  These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Morgantown Properties,
Limited, as of December 31, 1997 and 1996, and the results of its
operations, the changes in its partners' capital/deficit and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 14 and 15 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

Daniel G. Drane
Certified Public Accountant
March 10, 1998
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of

Pedcor Investments - 1989 - X, L.P.
(An Indiana Limited Partnership)

We have audited the accompanying balance sheet of Pedcor Investments - 1989
- X, L.P. (an Indiana Limited Partnership) as of December 31, 1997, and the
related statements of profit and loss and changes in partners, equity
(deficit) and cash flows for the year then ended.  These financial
statements are the responsibility of management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We.believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly
in all material respects the financial position of Pedcor Investments -
1989 - X, L.P. as of December 31, 1997, and the results of its operations
and changes in partners' equity (deficit) and cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditincr Standards, we have also issued a
report dated January 23, 1998, on our consideration of the Partnership's
internal controls and a report dated January 23, 1998, on its compliance
with laws and regulations.



698 Pro Med Lane       Carmel, Indiana, 46032

317-848-5700

Fax: 317-815-6140







Pedcor Investments - 1989 - X, L.P.
Page Two



The accompanying supplementary information is presented for purposes of
additional analysis and is not a required part of the basic financial
statements.  Such information has been subjected to auditing procedures
applied in the audit of the basic financial statements and in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.



Indianapolis, Indiana
January 23, 1998
Dauby O'Connor & Zaleski, LLC

Certified Public Accountants




FLOYD & COMPANY
Certified Public Accountant



132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Rosewood Village Limited Partnership

We have audited the accompanying balance sheets of Rosewood Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rosewood Village
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1998



KOSTIN, RUFFKESS & COMPANY, LLCCERTIFIED PUBLIC ACCOUNTANTS
To the partners
South Farm Limited Partnership
RIHMFC #HIP-023
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of South Farm Limited
Partnership, as of March 31, 1998, and the related statements of income and
expense, changes in partners' capital and cash flows for the year then
ended.  These financial statements are the responsibility of the Project's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards, and the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of South Farm Limited
Partnership at March 31, 1998, and the results of its operations and cash
flows for the year then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing
and Urban Development, we have also issued a report dated April 30, 1998,
on our consideration of South Farm Limited Partnership's internal control
and reports dated April 30, 1998, on its compliance with laws and
regulations, specific requirements applicable to major HUD programs and
specific requirements applicable to Fair Housing and Nondiscrimination.













South Farm Limited Partnership
Page Two

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplementary information contained in
Schedules 1 through 24 is presented for the purpose of additional analysis
and is not a required part of the financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of the
financial statements and, in our opinion, the supplementary information is
fairly presented in all material respects in relation to the basic
financial statements taken as a whole.


West Hartford, Connecticut
April 30, 1998


345 North Main Street
West Hartford, CT 06117-2521

(860) 236-1975
Toll Free: (800) 286-5726
FAX: (860) 236-1783


260 U.S. Route #1
Bank Building
New London, CT 06320-0166

Members of the Firm:
Jerrold M. Gold, CPA
Lawrence Marziale, CPA
Joseph W. Sparveri, Jr., CPA
Peter K. Askham, CPA
Richard V. Kretz, CPA
Edmund S. Kindelan, CPA
Michael T. Novosel, CPA
John S. Pavlik, CPA
Kimberly O. Nordone, CPA
Daniel Donofrio, CPA













McGLADREY & PULLEN,LLP
Certified Public Accountants and Consultants


INDEPENDENT AUDITOR'S REPORT

To the Partners
Academy Hill Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Academy Hill Limited
Partnership as of December 31, 1997 and 1996, and the related statements of
income, partners' equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Academy Hill Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1998 on our consideration of Academy Hill Limited
Partnership's internal control and a report dated January 20, 1998 on its
compliance with laws and regulations.


Greensboro, North Carolina
January 20, 1998









GWEN WARD, P.C.
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Accountants
Member Texas Society of Certified Public Accountants

Independent Auditor's Report

To the Partners of Aspen Square, L.P. Tazewell, Virginia

I have audited the accompanying balance sheets of Aspen Square, L.P., as of
December 31, 1997 and 1996, and the related statements of operations,
partners, equity (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's
management.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly in
all material respects, the financial position of Aspen Square, L.P., as of
December 31, 1997 and 1996, and the results of its operations, changes in
partners, equity (deficit) and cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of fo=ing an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page I-17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



Fort Worth, Texas
March 28, 1998



I-3



McGEE & Associates, P.C.CERTIFIED PUBLIC ACCOUNTANTSIndependent Auditors'
ReportTo the PartnersBuckeye Senior, Ltd.and Rural Development


We have audited the accompanying balance sheets of Buckeye Senior, Ltd. (a
limited partnership) as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity (deficit) and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Buckeye Senior, Ltd. as
of December 31, 1997 and 1996, and the results of its operations and the
changes in partners' equity (deficit) and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1998, on our consideration of Buckeye Senior,
Ltd.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Buckeye Senior, Ltd.
Such information has been subjected to the auditing procedures applied in
the audit of the financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

     

January 16, 1998
Farmington, New Mexico





GWEN WARD, P.C.
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Accountants
Member Texas Society of Certified Public Accountants


To the Partners of
Copper Creek, L.P.

Independent Auditor's Report

I have audited the accompanying balance sheets of Copper Creek, L.P. as of
December 31, 1997 and 1996, and the related statements of operations,
partners, equity (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's
management.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of-Copper Creek, L.P. as
of December 31, 1997 and 1996, and the results of its operations, changes
in partners' equity (deficit) and cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page I-17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements as a whole.


Fort Worth, Texas
March 27, 1998



Clifton
Gunderson L.L.C.
Certified Public Accountants & Consultants


Independent Auditor's Report

To the Partners
Coronado Housing Limited Partnership

We have audited the accompanying balance sheets of Coronado, Housing
Limited Partnership as of December 31, 1997 and 1996 and the related
statements of operations, partners' equity, and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Coronado Housing
Limited Partnership as of December 31, 1997 and 1996 and the results of its
Federations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplemental
information is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  The accompanying
supplemental information for the years ended December 31, 1997 and 1996 has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

Tucson, Arizona
February 25, 1998










I - 3
KAY L. Bowen & Associates
CERTIFIED PUBLIC, ACCOUNTANT, PC.
Phone- (801) 627-0825 - FAX (801) 627-0829 - 1-800-573-0609
3710 QUINCY AVENUE
OGDEN, UTAH 84403

KAY L BOWEN
PRESIDENT

SHARI B. JOHNSON
CPA

JAMES L HAWKINS

INDEPENDENT AUDITOR'S REPORT

To the Partners
Franklin School Associates
Franklin School Apartments
Great Falls, Montana


We have audited the accompanying balance sheet of Franklin School
Associates, as of December 31, 1997 and 1996, and the related statements of
income and cash flows and change in partners' equity for the years then
ended.  These financial statements are the responsibility of Franklin
School Associates' management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Franklin School
Apartments, as of December 31, 1997 and 1996, and the results of its
operations, change in partners, equity, and cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supporting information included
in the report (shown on pages 13 to 15) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements of Franklin School Associates.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial
statements and, in our opinion, is fairly stated in all material respects
in relation to the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also issued a
report dated February 12, 1998, on our consideration of Franklin School
Associates I internal controls and a report dated February 12, 1998, on its
compliance with laws and regulations.



Ogden, Utah
February 12, 1998

Kay L. Bowen, CPA, President
Kay L. Bowen & Associates, P.C.
Federal I.D. #87-0448933

Page 1


James L. Caughren
Certified Public Accountant
P.O. Box 36014
Albuquerque, NM 87176

Report of Independent Certified Public Accountants


To the Partners
Hilltop Apartments Limited Partnership

We have audited the balance sheet of Hilltop Apartments Limited Partnership
(a New Mexico limited partnership) as of December 31, 1997 and 1996, and
the related statements of operations, partners' capital, and cash flows for
the years then ended.  All information included in these financial
statements is the responsibility of the Company's management.  Our
responsibility is to express an opinion on the financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hilltop Apartments
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated March 7, 1998 on our consideration of Hilltop Apartments
Limited Partnership internal control and on its compliance with laws and
regulations.



March 7, 1998










The Gautreau Group, L.L.C.
Certified Public Accountants


John C.Gautreau, II, CPA
J. Curt Gautreau CPA
Crissie Head, CPA
Kati M.Williamson
A Professional Accounting Operation


INDEPENDENT AUDITORS' REPORT

To the Partners of
Lakewood Village Partnership
 

We have audited the accompanying balance sheets of Lakewood Village
Partnership (A Louisiana Partnership in Commendam) as of December 31, 1997
and 1996, and the related statements of operations, changes in partners'
capital and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibilltv is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made bv management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakewood Village
Partnership as of December 31. 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 19, 1998 on our consideration of Lakewood Village
Partnership's internal control and a report dated Februarv 19, 1998 on its
compliance with laws and regulations.

Februarv 19, 1998



P.O. Box 82430 \ 8641 United Plaza Boulevard, Suite 202 \ Baton Rouge,
Louisiana 70884-2430 \ Telephone (504) 924-6744 \ FAX (504) 929-6916


MUELLER, WALLA & ALBERTSON, P.C.
Certified Public Accountants
10714 Manchester Road,
Suite 202,
Kirkwood, Missouri 63122
(314) 822-6575


INDEPENDENT AUDITORS'REPORT

The Partners
Licking Associates II, L.P.
Licking, Missouri

We have audited the accompanying balance sheets of Licking Associates II,
L.P. (a limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital and cash flows for the
years then ended.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an opinion on
response these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Licking Associates II,
L.P. as of December 31, 1997 and 1996, and the results of its operations,
changes in partners' capital and cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
included on page 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.

Mueller, Walla & Albertson, P.C.
Certified Public Accountants

January 15, 1998

MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS



BLOOM, GETTIS, HAEBIB, SILVER & TERRONE, P.A.
CERTIFIED PUBLIC  ACCOUNTANTS
SUITE 1450
2601 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133-9893
TELLEPHONE (305) 858-6211
FACSIMILE (305) 858-9696

BURT R. BLOOM, C.P.A., C.V.A.
LAWRENCE W. GETTIS, C.P.A.
STEVEN M. HABIB, C.P.A.
MICHAEL A. SILVER, C.P.A.
ROGER J. TERRONE, C.P.A.
CURT A. ROSNER, C.P.A.

MEMBERS
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS


To the PartnersLondon Arms/Lyn Mar Limited Partnership
Boston, Massachusetts


INDEPENDENT AUDITORS' REPORT

We have audited the accompanying Balance Sheets of London Arms/Lyn Mar,
Ltd. (a Florida Limited Partnership), as- of December 31, 1997 and 1996,
and the related Statements of Operations, Partners, Deficit and Cash Flows
for the
years then ended.  These financial statements are the responsibility of the
management of London Arms/Lyn Mar Limited Partnership.  Our responsibility
             is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial -statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in
all material respects, the financial position of London Arms/Lyn Mar
Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations, the changes in partners, equity and cash flows for the years
then
ended in conformity with generally accepted accounting principles.


Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audit of the basic financial statements
and, on our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

January 23, 1998













































BURKE & REAEDWARD T. BURKE, C.P.A.BERNARD E. REA, C.P.A.
CERTIFIED PUBLIC ACCOUNTAN7S
INDEPENDENT AUDITORS' REPORT

To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California

We have audited the accompanying balance sheets of Maidu Properties (A
California Limited Partnership), as of December 31, 1997 and 1996, and the
related statements of income, partners' equity, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maidu Properties (A
California Limited Partnership) as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information for
the years ended December 31, 1997 and 1996, on pages 13 and 14, is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Stockton, California
March 20, 1998






FLOYD & COMPANY
Certified Public Accountant



132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Manning Properties Limited Partnership

We have audited the accompanying balance sheets of Manning Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the related statements of operations, partners, equity (deficit) and
cash flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Manning
Properties Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1997   and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles.



Floyd & Company, CPA
February 28, 1998

Charles Bailly & Company L.L.P.
Certified Public Accountants - Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
RPI Limited Partnership #18
St. Paul, Minnesota

We have audited the accompanying balance sheets of RPI Limited Partnership
#18, RHS Project Number: 18-18-411649005, as of December 31, 1997 and 1996,
and the related statements of operations, partners, equity, and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of RPI Liited Partnership
#18 as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 3, 1998 on our consideration of RPI Liited
Partnership #18's internal control and a report dated February 3, 1998 on
its compliance with laws and regulations.


Fargo, North Dakota
February 3, 1998












GWEN WARD, P.C.
Certified Public Accountant
609 University Drive
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Public Accountants
Member Texas Society of Certified Accountants

To the Partners of
Sierra Springs, L.P.

Independent Auditor's Report

I have audited the accompanying balance sheets of Sierra Springs, L.P. as
of December 31, 1997 and 1996, and the related statements of operations,
partners' capital and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's management.  My
responsibility is to express an opinion on these financial statements based
on my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sierra Springs, L.P. as
of December 31, 1997 and 1996, and the results of its operations, changes
in partners' capital and cash flows for the years then ended in conformity
with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages I-17 and I-18 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



Fort Worth, Texas
March 28, 1998



I-3


Thompson, Derriq, Slovacek & Craig, P.C.
A Professional Corporation of Certified Public Accountants

4500 Carter Creek Parkway, Suite 201
Bryan, Texas 77802-4456
(409) 260-9696  Fax (409) 260-9683

INDEPENDENT AUDITORS'REPORT

March 6, 1998

To the Partners
South Fork Heights Limited Partnership

  We have audited the accompanying balance sheets of South Fork Heights
Limited Partnership (a Colorado limited partnership), as of December 31,
1997 and 1996 and the related statements of operations, partners' equity
(deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of South Fork Heights
Limited Partnerships as of December 31, 1997 and 1996 and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 15 through 29 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The supplementary
information presented in the Year End Report/Analysis (USDA Form RD 1930-8)
and Parts I through III of the Project Budget (USDAFormRD1930-7) for year
ended December 3l, 1997, is presented for purposes of complying with the
requirements of the United States Department of Agriculture and is also not
a required part of the basic financial statements.  Such information has
been subjected to the audit procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

THOMPSON, DERRIG, SLOVACEK & CRAIG, P.C.
Certified Public Accountants

SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
P.O. BOX 1177
PANAMA CITY, FLORDDA 32402
Phone:  (850) 785-0261
Fax:    (850) 785-2078

INDEPENDENT AUDITORS' REPORT

To the Partners
Wildridge Apartments, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Wildridge Apartments,
Ltd., Project No: ll:-51-592863964, as of December 31, 1997 and 1996, and
the related statements of operations, partners, deficit and cash flows for
the years then ended.  These financial statements are the responsibility of
the partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Wildridge Apartments,
Ltd., as of December 31, 1997,and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Panama City, Florida
February 6, 1998







Fraley, Miller & Company
Certified Public Accountants

374 Main Street,
West Liberty, Kentucky, 41472
Telephone (606)743-7420
Fax (606) 743-7444

Partners:
Robert A. Fraley
Mickey F. Miller
Associates:
Kim Whitley Horton
Brenda K.Ball

To the Partners of
B B & L Enterprises, Ltd.

INDEPENDENT AUDITORS'REPORT

We have audited the accompanying balance sheets of B B & L Enterprises,
Ltd. (a Kentucky limited partnership) as of December 31, 1997, 1996, and
1995, and the related statements of results of operations, changes in
partners' capital and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General
ofthe United State's, and the provisions of the United States Department of
Agriculture, Rural Economic and Community Development audit program.  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In accordance with Government Auditing Standards, we have also issued a
report dated February 23, 1998, on our consideration of B B & L
Enterprises, Ltd.'s internal control structure and a report dated February
23, 1998, on its compliance with laws and regulations.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of B B & L Enterprises,
Ltd. as of December 31, 1997, 1996, and 1995, and the results of its
operations, changes in partners' capital and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

February 23, 1998
Main Office Located at 101 Fraley - Miller Plaza, Suite 101, Grayson,
Kentucky 41143      Telephone (606) 474-6608 - Fax (606) 474-7094
FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT


To the General Partners of
Bowman Village Limited Partnership



We have audited the accompanying balance sheets of Bowman Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bowman Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.



Floyd & Company, CPA
February 28, 1998
Suby, Von Haden & Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants


INDEPENDENT AUDITOR'S REPORT

To the Partners
Brandywood Limited Partnership
Madison, Wisconsin

We have audited the accompanying balance sheets of WHEDA Project No. 01
1/001 136 of Brandywood Limited Partnership as of December 31, 1997 and
1996, and the related statements of loss, partners' equity and cash flows
for the years then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Brandywood Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations, changes in partners' equity and its cash flows for the years
then ended in conformity with generally accepted accounting principles.



January 13, 1998

- 1 -


1221 John Q. Hammons Dr. - P.O. Box 44966 - Madison, WI 53744-4966 - (608)
831-8181 - FAX (608) 831-4243
MADISON - MILWAUKEE - ROCKFORD










Fraley, Miller & Company
Certified Public Accountants

374 Main Street,
West Liberty, Kentucky, 41472
Telephone (606)743-7420
Fax (606) 743-7444

Partners:
Robert A. Fraley
Mickey F. Miller
Associates:
Kim Whitley Horton
Brenda K.Ball

To the Partners of
Briarwick Apartments, Ltd.

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheets of Briarwick Apartments,
Ltd. (a Kentucky limited partnership) as of December 31, 1997, 1996, and
1995, and the related statements of results of operations, changes in
partners' capital and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
respopsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General
ofthe United States, and the provisions of the United States Department of
Agriculture, Rural Economic and Community Development audit program.  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In accordance with Government Auditing Standards, we have also issued a
report dated February 12, 1998, on our consideration of Briarwick
Apartments, Ltd's internal control structure and a report dated February
12, 1998, on its compliance with laws and regulations.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Briarwick Apartments,
Ltd. as of December 31, 1997, 1996, and 1995, and the results ofits
operations, changes in partners' capital and its cash flows for the years
then ended in conformity with generally accepted accounting principles.
  
February 12, 1998
Main Office Located at 101 Fraley - Miller Plaza, Suite 101, Grayson,
Kentucky 41143      Telephone (606) 474-6608 - Fax (606) 474-70
GWEN WARD, P.C.
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Accountants
Member Texas Society of Certified Public Accountants

Independent Auditor's Report

To the Partners of
Cananche Creek, L.P.

I have audited the accompanying balance sheets of Cananche Creek, L.P., as
of December 31, 1997 and 1996, and the related statements of operations,
partners, equity (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's
management.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cananche Creek, L.P.,
as of December 31, 1997 and 1996, and the results of its operations,
changes in partners' equity (deficit) and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page I-17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



Fort Worth, Texas
March 27, 1998



I-3



DANIEL G. DRANETelephone (502)756-5704
CERTIFIED PUBLIC ACCOUNTANT FAX (502)756-5927
209 East Third Street - P. 0. Box 577   e-mail dgdcpa@bbtel.com
Hardinsburg, Kentucky 40143

INDEPENDENT AUDITORS REPORT

To the Partners
Clarkson Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Clarkson Properties,
Limited (a Kentucky Limited partnership), RHS Project No.: 20-043-
0611167952, as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital/deficit, and cash flows for the years then
ended.  These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Govemment Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Clarkson Properties,
Limited, as of December 31, 1997 and 1996, and the results of its
operations, the changes in its partners' capital/deficit and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 14 and 15 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



Daniel G. Drane
Certified Public Accountant

March 10, 1998

DANIEL G. DRANETelephone (502)756-5704
CERTIFIED PUBLIC ACCOUNTANT FAX (502)756-5927
209 East Third Street - P. 0. Box 577   e-mail dgdcpa@bbtel.com
Hardinsburg, Kentucky 40143


INDEPENDENT AUDITOR'S REPORT

To the Partners
Evanwood Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Evanwood Properties,
Limited (a Kentucky limited partnership), RHS Project No.: 20-014-
0611145803, as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management.  My
responsibility is to express an opinion on these financial statements based
on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Govemment Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the arnounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Evanwood Properties,
Limited, as of December 31, 1997 and 1996, and the results of its
operations, the changes in its partners' capital and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 13 and 14 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


Daniel G. Drane
Certified Public Accountant

March 10, 1998




McCartney & Company, P.C.Certified Public Accountants2121 University Park
Drive, Suite 150Okemos, Michigan 48864
Telephone (517) 347-5000 Fax (517) 347-5007
March 6, 1998PartnersIvan Woods Limited Partnership
Okemos, Michigan

Independent Auditor's Report

We have audited the accompanying balance sheets of Ivan Woods Limited
Partnership as of December 31, 1997 and 1996, and the related statements of
revenue, expenses and partners' capital and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Ivan Woods Limited
Partnership as of December 31, 1997 and 1996, the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedules of renting,
administrative, operating, maintenance, taxes and insurance expenses on
page 8 are presented for the purpose of additional analysis and are not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements, and in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

OKEMOS   BRECKENRIDGE   MARQUETTE




HOLDEN, MOSS, KNOTT, CLARK & TAYLOR, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners
Hunters Park Limited Partnership

We have audited the accompanying balance sheet of Hunters Park Limited
Partnership as of December 31, 1997, and the related statement of
operations, partners' equity, and cash flows for the year then ended.
These financial statements are the responsibflity of Hunters Park Limited
Partnership management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  The financial statements of
Hunters Park Limited Partnership as of December 31, 1996 were audited by
other auditors whose report dated January 17, 1997, expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
Govemment Auditinia Standards issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in afl material respects, the financial position of Hunters Park Limited
Partnership as of December 31, 1997, and the results of its operations and
its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 28, 1998 on our consideration of Hunters Park Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information on
page 10, is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

Certified Public Accountants
Henderson, North Carolina
January 28, 1998


SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
1230 AERPORT ROAD
P.O. BOX 1177
PANAMA CITY, FLORIDA 32402
Phone:  (850) 785-0261
Fax:    (850) 785-2078


INDEPENDENT AUDITORS' REPORT

To the Partners
Lakeridge Apartments of Eufaula, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Lakeridge Apartments of
Eufaula, Ltd., FmHA Project No: 01-0030592933800, as of December 31, 1997
and 1996, and the related statements of operations, partners' deficit and
cash flows for the years then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakeridge Apartments of
Eufaula, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Panama City, Florida
February 2, 1998





FLOYD & COMPANYCertified Public Accountant132 Stephenson Avenue, Suite 202
Savannah, Georgia 31406

Post Office Box 14251
Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT

To the General Partners of
Laurel Village Limited Partnership

We have audited the accompanying balance sheets of Laurel Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Laurel Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA



February 28, 1998











McGEE & Associates, P.C.CERTIFIED PUBLIC ACCOUNTANTSIndependent Auditors'
ReportTo the PartnersLos Caballos II, Ltd.and Rural Development
We have audited the accompanying balance sheets of Los Caballos II, Ltd. (a
limited partnership) as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Los Caballos II, Ltd.
as of December 31, 1997 and 1996, and the results of its operations and the
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 22, 1998, on our consideration of Los Caballos II,
Ltd.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Los Caballos II, Ltd.
Such information has been subjected to the auditing procedures applied in
the audit of the financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.



January 22, 1998
Farmington, New Mexico




BURKE & REA

EDWARD T. BURKE, C.P,A
BERNARD E. REA, C.P.A.
Certified Public Accountants


INDEPENDENT AUDITORS' REPORT

To the Partners,
Nye County Associates
(A California Limited Partnership)
Cheyenne, WY


We have audited the accompanying balance sheets of Nye County Associates (A
California Limited Partnership), USDA Rural Development Case No. 33-019-
680192750, as of December 31, 1997 and 1996, and the related statements of
income, partners, equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material isstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nye County Associates
(A California Limited Partnership) as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then ended,
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we havee also issued a
report dated March 13, 1998 on our consideration of Nye County Associates'
internal control structure and a report dated March 13, 1998 on its
compliance with laws and regulations.

Stockton, California
March 13, 1998

P.O. BOX 4632                                      STOCKTON, CA 95204

TELEPHONE 209/933-9113 FAX 209/933-9115


MUELLER, WALLA & ALBERTSON, PC.
Certified Public Accountants
10714 Manchester Road
Suite 202, Kirkwood, Missouri 63122

(314)822-6575


INDEPENDENT AUDITORS'REPORT


The Partners
Scott City Associates III, L.P.
Scott City, Missouri



We have audited the accompanying balance sheets of Scott City Associates
III, L.P. (a limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital and cash flows for the
years then ended.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Scott City Associates
III, L.P. as of December 31, l997 and 1996, and the results of its
operations, changes in partners' capital and cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
included on page 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.


Mueller, Walla & Albertson, P.C.
Certified Public Accountants

January 15, 1998

Charles Bailly & Company L.L.P.
Certified Public Accountants - Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
RPI Limited Partnership #22
St. Paul, Minnesota


We have audited the accompanying balance sheets of RPI Limited Partnership
#22, MHFA Project Number 90-002, as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of RPI Limited Partnership
#22, as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accept accounting principles.


Fargo, North Dakota

February 3, 1998



GWEN WARD, P.C.
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Accountants
Member Texas Society of Certified Public Accountants

Independent Auditor's Report

To the Partners of
Shawnee Ridge, L.P.

I have audited the accompanying balance sheets of Shawnee Ridge, L. P. as
of December 31, 1997 and 1996, and the related statements of operations,
partners' capital and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's management.  My
responsibility is to express an opinion on these financial statements based
on my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Shawnee Ridge, L.P. as
of December 31, 1997 and 1996, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages I-16 and I-17 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



Fort Worth, Texas
March 28, 1998





FLOYD & COMPANY
Certified Public Accountant

132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Turner Lane Limited Partnership

We have audited the accompanying balance sheets of Turner Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Turner Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.



Floyd & Company, CPA

February 28, 1998

HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C.
Certified Public Accountants
West Des Moines, Iowa


INDEPENDENT AUDITORS' REPORT

To the Partners
Union Baptist Plaza, Limited Partnership
West Des Moines, Iowa

We have audited the accompanying balance sheets of UNION BAPTIST PLAZA,
LIMITED PARTNERSHIP as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the years
then ended.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Union Baptist Plaza,
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

                                       
January 16, 1998

SMITH, MILES & COMIPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS

1230 AIRPORT ROAD
P.O. BOX 1177
PANAMA CITY, FLORIDA 32402
Phone:  (850) 785-0261
Fax: (850) 785-2078


IMDEPENDENT AUDITORS' REPORT

To the Partners
Villas of Lakeridge, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Villas of Lakeridge,
Ltd., FmHA Project No: 01-0030592930819, as of December 31, 1997 and 1996,
and the related statements of operations, partners' deficit and cash flows
for the years then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Villas of Lakeridge,
Ltd., as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Panama City, Florida
January 28, 1998




YORK,  DILLINGHAM & COMPANY, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
P.O. Box 551
1708 Alpine Drive
Columbia, Tennessee 38402-0551
Telephone (931) 388-0517  Fax (931) 388-3440

INDEPENDENT AUDITORS' REPORT

To the Partners
Waynesboro Associates, Limited

We have audited the accompanying balance sheets of Waynesboro Associates,
Limited (a Tennessee limited partnership) d/b/a Waynesboro Village
Apartments, RHS Project No.: 48-091-621385326, as of December 31, 1997 and
1996, and the related statements of operations, partners' equity, and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Waynesboro Associates,
Limited (a Tennessee limited partnership) d/b/a Waynesboro Village
Apartments, RHS Project No.: 48-091-621385326, as of December 31, 1997 and
1996, and the results of its operations, the changes in partners' equity
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 16, 1998 on our consideration of Waynesboro
Associates, Limited's internal control structure and a report dated
February 16, 1998 on its compliance with laws and regulations.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the audit procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Co1umbia, Tennessee
February 16, 1998

LITTLE, SHANEYFELT, MARSHALL & CO.
CERTIFIED PUBLIC ACCOUNTANTS
PROSPECT BUILDING
1501 N. UNIVERSITY, SUITE 300
LITTLE ROCK, ARKANSAS 72207-5232

TELEPHONE 501-666-2879
FAX NO. 501-666-5260

BENTON, ARKANSAS OFFICE
210 W. SEVIER STREET
BENTON, ARKANSAS 72015
TELEPHONE 501-378-7746

INDEPENDENT AUDITOR'S REPORT

To the Partners
Beckwood Manor Six Limited Partnership

We have audited the accompanying balance sheets of Beckwood Manor Six
Limited Partnership, RD Project No. 03-048-0710677265 (the Partnership), as
of December 31, 1997 and 1996, and the related statements of profit (loss),
changes in partners, equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Beckwood Manor Six
Limited Partnership as of December 31, 1997 and 1996, and its results of
operations, changes in partners' equity (deficit), and cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 18, 1998 on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


March 18, 1998
Little, Shaneyfelt, Marshall & Co.


OSCAR N. HARRIS & ASSOCIATES, P.A.
CERTIFIED PUBLIC ASSOCIATES

OSCAR N. HARRIS, C.P.A.
SHERRY S. JOHNSON, C.P.A.
KENNETH E. MILTON, C.P.A.
CONNIE P. STANCIL, C.P.A.

Members: American Institute of Certified Public Accountants
North Carolina Association of Certified Accountants

INEPENDENT AUDITORS' REPORT

To the Partners of
Brantwood Lane Limited Partnership
Charlotte, North Carolina

We have audited the balance sheets of Brantwood Lane Limited Partnership as
of December 31, 1997 and 1996, and the related statements of partners'
capital, income, and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Brantwood Lane Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 6, 1998 on our consideration of Brantwood Lane
Limited Partnership's internal control structure and a report dated
February 6, 1998 on its compliance with laws and regulations.



100 EAST CUMBERLAND STREET, P.O. BOX 578, DUNN, N.C. 28335 (910) 892-1021
FAX (910) 892-6084





Brantwood Lane Limited Partnerhsip
Page Two



Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  Schedules 1, 2, 3, and 4 on pages
14, 15, 16, and 17 are presented for purposes of additional analysis and
are not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

Oscar N. Harris & Associates, P.A.
Certified Public Accountants

February 6, 1998






































Crisp Huges Evans LLP
Certified Public Accountants & Consultants
Affiliates worldwide through AGN International

Independent Auditors' Report

To The Partners
Breckenridge Apartments, Limited Partnership

We have audited the accompanying balance sheets of Breckenridge Apartments,
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital (deficit) and cash flows for
the years then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, and with Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Breckenridge
Apartments, Limited Partnership as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 27, 1998 on our consideration of Breckenridge
Apartments, Limited Partnership's internal control over financial reporting
and our consideration of its compliance with certain provisions of laws,
regulations, contracts, and grants.

January 27, 1998

1 Creekview Court
PO Box 25849
Greenville, SC 29616
864 288 554
Fax 864 458 8519
www.che-llp.com







N. CHENG & CO., P.C.
Certified Public Accountants


Independent Auditors' Report

To the Partners
Bridge Coalition Limited Partnership
New York, New York

We have audited the accompanying balance sheet of Bridge Coalition Limited
Partnership as of December 31, 1997 and the related statements of
operations, changes in partners, equity and cash flows for the year then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of bridge Coalition
Limited Partnership as of December 31, 1997 and the results of its
operations and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

New York, New York
February 4, 1998


40 Exchange Place, Suite 1206
New York, New York 10005
Tel (212) 785-0100 - Fax (212) 785-9168

Two Gramatan Avenue
Mount Vernon, New York 10550
Tel (914) 668-8010 - Fax (914) 668-8048










Witt, Mares & Company, PLC
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Carriage Run Limited Partnership

We have audited the accompanying balance sheets of Carriage Run Limited
Partnership (a Virginia Limited Partnership), as of December 31, 1997 and
1996, and the related statements of operations, partners' equity (deficit)
and cash flows for the years then ended.  These financial statements are
the responsibility of the partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.
The financial statements as of December 31, 1996, were audited by Graham
Carter & Jennings, PLC, who merged with Witt, Mares & Company, PLC as of
December 1, 1997, whose report dated February 3, 1997 expressed an
unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Carriage Run Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations, changes in partner's equity and cash flows for the years then
ended, in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 12, 1998 on our consideration of Carriage Run Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 18 and 19 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements take as a whole.




Newport News, Virginia
February 12, 1998

LAURIE A. LEE
Certified Public Accountant

5446 Birchbrook Court,
Las Vegas, Nevada 89120
Telephone: (702) 456-2162

INDEPENDENT AUDITORS REPORT

To the Partners of
Chaparral Associates:

I have audited the balance sheet. of Chaparral Associates, a Limited
Partnership (the "Partnership") as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital and cash flow for the
years then ended.  These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on
these financial statements; based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the US Department of Agriculture, Farmers
Home Administration Audit Program. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  I believe
that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Partnership as of
December 31, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, I have also issued my
reports dated February 14, 1998 on my consideration of the Partnership's
internal control and on its compliance with laws and regulations.

The accompanying supplementary information (beginning on page 10) is
presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in my opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.


February 14, 1998


Member: American institute of Certified Public Accountants and Nevada
Society of Certified Public Accountants.

Coopers & Lybrand L.L.P.

Report of Independent Accountants


To the Partners
College Greene Rental Associates, L.P.

We have audited the accompanying balance sheets of College Greene Rental
Associates, L.P. (A Limited Partnership), as of December 31, 1997 and 1996,
and the related statements of operations and partners' capital, changes in
partners' capital and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of College Greene Rental
Associates, L.P., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.



Rochester, New York
February 9, 1998
















Crisp Hughes Evans LLP
Certified Public Accountants & Consultants
Affiliated worldwide through AGN International


Independent Auditors' Report

To The Partners
Devenwood Apartments, A Limited Partnership

We have audited the accompanying balance sheets of Devenwood Apartments, A
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, and with Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Devenwood Apartments, A
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 27, 1998 on our consideration of Devenwood Apartments,
A Limited Partnership's internal control over financial reporting and our
consideration of its compliance with certain provisions of laws,
regulations, contracts, and grants.


January 27, 1998

1 Creekview Court
PO Box 25849
Greenville, SC 29616
864 288 5544
Fax 864 458 8519






FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Four Oaks Limited Partnership

We have audited the accompanying balance sheets of Four Oaks Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Four Oaks Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Floyd & Company, CPA


February 28, 1998














McGEE & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


Independent Auditors' Report


To the Partners
Franklin Vista III, Ltd.
and Rural Development

We have audited the accompanying balance sheets of Franklin Vista III, Ltd.
(a limited partnership) as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Franklin Vista III,
Ltd. as of December 31, 1997 and 1996, and the results of its operations
and the changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 13, 1998, on our consideration of Franklin Vista III,
Ltd.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Franklin Vista III,
Ltd.  Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial
statements taken as a whole.


January 13, 1998
Farmington, New Mexico



REGARDIE,  BROOKS & LEWIS
CHARTERED
CERTIFIED PUBLIC ACCOUNTANTS

JEROME P. LEWIS, CPA
NATAN J. ROSEN, CPA
JESSE A. KAISER, CPA
PAUL J.GNATT, CPA
CELSO T. MATAAC, JR, CPA
PHILIP R. BAKER, CPA
DOUGLAS A. DOWUNG, CPA
BRLAN J. GIGANTI, CPA
DAVID A. BROOKS, CPA
CONSULTANT
BENJAMIN F. REGARDIE(1897-1973)

7101 WISCONSIN AVENUE - BETHESDA, MARYLAND 20814
TEL (301) 654-9000   FAX (301) 656-3056

INDEPENDENT AUDITOR'S REPORT

February 21, 1998

To the Partners,
Friendship Village Limited Partnership
Bethesda, Maryland

We have audited the accompanying balance sheets of Friendship Village
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of income, partners' capital and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management. our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards issued by the Comptroller General
of the United States and the U. S. Department of Agriculture, - Farmers
Home Administration Audit Program.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Friendship village
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations, changes in partners, capital, and cash flows for the years
then ended in conformity with generally accepted accounting principles.



In accordance with Government Auditing Standards, we have also issued our
reports dated February 21, 1998 on our consideration of Friendship Village
Limited Partnership's internal controls and on its compliance with laws and
regulations.



Certified Public Accountants

- I -

FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Hillmont Village Limited Partnership

We have audited the accompanying balance sheets of Hillmont Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hillmont Village
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.



Floyd & Company, CPA
February 28, 1998

Schonwit & AssociatesCertified Public Accountants
575 Anton Boulevard, Suite 500, Costa Mesa, California 92626
(714) 437-1025  FAX (714) 957-1678
INDEPENDENT AUDITOR'S REPORT

To the PartnersLa Gema Del Barrio, A California Limited Partnership

I have audited the accompanying balance sheet of La Gema Del Barrio, A
California Limited Partnership, as of December 31, 1997, and the related
statements of operations, partners' equity, and cash flows for the year
then ended.  These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audit.  I have previously audited
and reported on the financial statements for the preceding year.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audit
provides a reasonable basis for my opinion.

In my opinion the accompanying financial statements referred to above
present fairly, in all material respects, the financial position of La Gema
Del Barrio, A California Limited Partnership as of December 31, 1997, and
the results of its operations, the changes in partners' equity, and cash
flows for the year then ended in conformity with generally accepted
accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 6 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

SCHONWIT & ASSOCIATES

January 29, 1998







PLANTE & MORAN, LLP
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan 48826-2500
Certified Public Accountants
Management Consultants
517-332-6200
FAX 517-332-8502

Independent Auditor's Report
To the PartnersLakeview Meadows Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheet of Lakeview Meadows Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership) MSHDA Development No. 874, as of December 31, 1997 and 1996,
and the related statements of profit and loss, partners' equity, and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakeview Meadows
Limited Dividend Housing Association Limited Partnership as of December 31,
1997 and 1996, and its profit and loss, partners' equity, and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 16, 1998, on our consideration of the Partnership's
internal controls and a report dated February 16, 1998, on its compliance
with laws and regulations.

February 16, 1998






Maner, Costerisan & Ellis, P.C.
Certified Public Accountants

Jack E. Powers, David M.Raeck
Lawrence C.Kowalk, Robert E.Miller, Jr.
Gary W.Brya, Steven B.Robbins,
Lamonte T.Lator, Bruce J.Dunne
Jeffrey C.Stevens, Walter P.Maner,Jr
Linda I.Schirmer, Floyd L. Costerisan
Steven W.Scott, Leon A.Ellis(1933 - 1988)

INDEPENDENT AUDITORS'REPORT

To the Partners
February 20, 1998
Montague Place Limited Partnership
Lansing, Michigan

We have audited the accompanying balance sheet of Montague Place Limited
Partnership as of December 31, 1997, and the related statements of net
loss, partners' equity and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of Montague Place
Limited Partnership as of December 31, 1996, were audited by other auditors
whose report dated February 4, 1997, expressed an unqualified opinion on
those statements.

We conducted our audit in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in ail material respects, the financial position of Montague Place Limited
Partnership as of December 31, 1997, and the results of its operations and
its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 20, 1998 on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts, and grants.

6105W St. Joseph Highway - Suite 202 -Lansing, Michigan, 48917-4848 - (517)
323-7500 -Fax (517) 323-6346


LAURIE A. LEE
Certified Public Accountant

5446 Birchbrook Court,
Las Vegas, Nevada 89120
Telephone: (702) 456-2162

INDEPENDENT AUDITORS REPORT

To the Partners of
Navapai Associates:

I have audited the balance sheets of Navapai Associates, a Limited
Partnership (the "Partnership") as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  My Responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards require that I
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes accessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  I believe
that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Partnership as of
December 31, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, I have also issued my
reports dated February 14, 1998 on my consideration of the Partnership's
internal control and on its compliance with laws and regulations.

The accompanying supplementary information (beginning on page 10) is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statement.
and, in my opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.

February 14, 1998

Member: American institute of Certified Public Accountants and Nevada
Society of Certified Public Accountants



FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Oakland Village Limited Partnership


We have audited the accompanying balance sheets of Oakland Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Oakland Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA

February 28, 1998












ROBERT ERCOLINI & COMPANY LLPCertified Public Accountants, Business
Consultants
INDEPENDENT AUDITOR'S REPORTTo the Partners ofRosenberg Building Associates
Limited Partnership
Boston, Massachusetts


We have audited the accompanying balance sheets of Rosenberg Building
Associates Limited Partnership as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits
statements are free of obtain reasonable assurance about whether the
finance
the amounts and material misstatement.  An audit includes examining, on a
test basis, evidence supporting disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rosenberg Building
Associates Limited Partnership as of December 31, 1997 and 1996, and the
results of its
operations, changes in partners' capital, and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information included
in this report (shown on pages 19 and 20) is presented for purposes of
additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.



February 4, 1998



FIFFY-FIVE SUMMER STREET - BOSTON, MA 02110-1007 - TELEPHONE 617-482-5511 -
Fax 617-426-5252


Coopers & Lybrand L.L.P.
Report of Independent Accountants


To the Partners
Schroon Lake Housing Redevelopment Company


We have audited the accompanying statements of financial position of
Schroon Lake Housing Redevelopment Company (A Limited Partnership), as of
December 31, 1997 and 1996, and the related statements of operations and
partners' capital, changes in partners' capital and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
the financial statements based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Schroon Lake Housing
Redevelopment Company as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.


In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 1998 on our consideration of Schroon Lake Housing
Redevelopment Company's internal control structure and a report dated
January 19, 1998 on its compliance with laws and regulations.


Rochester, New York
January 19, 1998









FRIEDMAN & FULLER, PC
Certified Public Accountants
Management Consultants

2400 Research Boulevard
Suite 250
Rockville, Maryland
20850-3243
Telephone (301) 921-8000

INDEPENDENT AUDITOR'S REPORT

To the Partners
Stanardsville Village Limited Partnership
RHS No. 54-48-541523939
North Main Street
Stanardsville, Virginia 22973

We have audited the accompanying balance sheets of Stanardsville Village
Limited Partnership, RHS No. 54-48-541523939 as of December 31, 1997 and
1996, and the related statements of operations, partners' capital
(deficiency) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards and the Audit
Program require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Stanardsville Village
Limited Partnership, RHS No. 54-48-541523939 as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information on
pages 10 and 11 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

February 4, 1998


FLOYD & COMPANY
Certified Public Accountant

132 Stephenson Avenue, Suite 202
Savannah, Georgia 31406

Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969


INDEPENDENT AUDITORS' REPORT

To the General Partners of
Summer Lane Limited Partnership

We have audited the accompanying balance sheets of Summer Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Summer Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Floyd & Company, CPA


February 28, 1998













Witt, Mares & Company, PLC
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Victoria Limited Partnership

We have audited the accompanying balance sheets of Victoria Limited
Partnership (a Virginia Limited Partnership), as of December 31, 1997 and
1996, and the related statements of operations, partners' equity (deficit)
and cash flows for the years then ended.  These financial statements are
the responsibility of the partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.
The financial statements as of December 31, 1996, were audited by Graham
Carter & Jennings, PLC, who merged with Witt, Mares & Company, PLC as of
December 1, 1997, whose report dated February 3, 1997 expressed an
unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Victoria Limited.
Partnership as of December 31, 1997 and 1996, and the results of its
operations, changes in partner's equity and cash flows for the years then
ended, in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 12, 1998 on our consideration of Victoria Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 17 and 18 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements take as a whole.

Newport News, Virginia

February 12, 1998

STANCIL & COMPANY

INDEPENDENT AUDITORS' REPORT

To the Partners of
Village Terrace Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Village Terrace Limited
Partnership as of December 31, 1997 and 1996 and the related statements of
operations, partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Village Terrace Limited
Partnership as of December 31, 1997 and 1996 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on page
11 is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been subjected
to the audit procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.



Raleigh, North Carolina
February 5, 1998



CERTIFIED PUBLIC ACCOUNTANTS

MANAGEMENT CONSULTANTS






STIENESSEN - SCHLEGEL & CO.
LIMITED LIABILITY COMPANY

CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

To the Partners
Woodfield Commons Limited Partnership

We have audited the accompanying balance sheets of Woodfield Commons
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity, and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Woodfield Commons
Limited Partnership, as of December 31, 1997 and 1996, and the results of
its operations, changes in partners' equity, and cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 13 and 14 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



CERTIFIED PUBLIC ACCOUNTANTS
January 26, 1998

2411 N. HILLCREST PARKWAY, P.O. BOX 810, EAU CLAIRE, WI 54702-0810 -
PHONE(715) 832-3425 - FAX(715) 832-1665

-I-




CERTIFIED PUBLIC ACCOUNTANTS
MAHONEY
ULBRICH
CHRISTIANSEN
RUSS P.A.

Suite 800 Capital Centre
386 North Wabasha
Saint Paul, Minnesota 55102

To the Partners
 Zinsmaster Limited Partnership
 Minneapolis, Minnesota

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheets of Zinsmaster Limited
Partnership A Project No. 88-R-029) as of December 31, 1997 and 1996, and
the related statements of operations, partners' capital and cash flows for
the years then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Zinsmaster Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 11 through 17 is presented for the purposes of additional analysis
and is not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

Saint Paul, Minnesota
January 23, 1998






Dulin, Ward & DeWald, Inc.
Certified Public Accountants

Offices located in Fort Wayne & Marion, Indiana

Michael R. DeWeld
Robert F. Meyer
James R. Doty
J. Nelson Coats
Michael J. O'Brien
Jeff A. Tanner
Mark S. Westerhausen
James E. Hindle, Jr. (1949 - 1994)

INDEPENDENT AUDITOR'S REPORT
To the Partners of

Oakview Limited (A Limited Partnership)

Corunna, Indiana



      We have audited the accompanying balance sheets of Oakview Limited (A

Limited Partnership) as of December 31, 1996 and 1995, and the related

statements of income, partners equity, and cash flows for the years then

ended.  These financial statements are the responsibility of the Partner-

ship's management.  Our responsibility is to express an opinion on these

financial statements based on our audits.



 We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by, the Controller
General of the United States, and the U.S. Department of agriculture,
Farmers Home Administration "Audit Program." Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial
 statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management as overall as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.


 In our opinion the financial statements referred to above present fairly,
in all material respects, the financial position of Oakview Limited (A
Limited Partnership) as of  December 31, 1996 and 1995, and the results of
its operations and its cash flows for the vears then ended in conformity
with generally accepted accounting principles.

 Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying expense analysis is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
audit procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to The basic financial statements taken as a whole.
      

      In accordance with Government Auditing Standards, we have also issued
a  report  dated January 23, 1997 on our consideration of Oakview Limited's
internal  control  structure and a report dated January  23,  1997  on  its
compliance with laws and regulations.





  Fort Wayne, Indiana
  January 23, 1997

Our mission is to assist businesses, organizations and individuals in
measuring, controlling and managing their financial success.

1610 Spy Run Avenue, Fort Wayne, Indiana 46805
219-423-2414
800-232-8913
219-423-2419 (Fax)























McGLADREY & PULLEN,LLP
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Westwood Square Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Westwood Square Limited
Partnership as of December 31, 1996 and 1995, and the related statements of
income, partners' equity (deficit), and cash flows for the years then
ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in
all material respects, the financial position of Westwood Square Limited
Partnership as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report
dated January 21, 1997 on our consideration of Westwood Square Limited
Partnership's internal control structure and a report dated January 21,
1997
on its compliance with laws and regulations.


Greensboro, North Carolina
January 21, 1997
MCGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Deer Hill II Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Deer Hill II
Limited
Partnership as of December 3 1, 1996 and 1995, and the related
statements of
income, partners' equity (deficit), and cash flows for the years
then ended.
These financial statements are the responsibility of the
Partnership's
management.  Our responsibility is to express an opinion on these
financial
statements based on our audits.

e conducted our audits in accordance with generally accepted
auditing
standards and Government Auditing Standards, issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audit to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes examining,
on a test
basis, evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used
and significant estimates made by management, as well as
evaluating the
overall financial statement presentation.  We believe that our
audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Deer Hill II
Limited
Partnership as of December 31, 1996 and 1995, and the results of
its
operations and its cash flows for the years then ended in
conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report
dated January 21, 1997 on our consideration of Deer Hill II
Limited
Partnership's internal control structure and a report dated
January 21, 1997
on its compliance with laws and regulations.


Greensboro, North Carolina
January 21, 1997

John G. Burk and Associates
Certified Public Accountants
A Professional Corporation
56 Court Street  P.O. Box 705
Keene, New Hampshire 03431
(603) 357-4882

To the Partners of
Beaver Brook Housing Associates Limited Partnership

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheets of Beaver Brook
Housing
Associates (a Limited Partnership) (Case No. 34-06-020424443) as
of December
31, 1996 and 1995 and the related statements of income and
expense, partners'
equity (deficit), and cash flows for the years then ended.  These
financial
statements are the responsibility of the Partnership's
management.  Our
responsibility is to express an opinion on these financial
statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing
standards and Government Auditing standards, issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial
statements.  An audit also includes assessing the accounting
principles used
and significant estimates made by management, as well as
evaluating the
overall financial statement presentation.  We believe that our
audits provide
a reasonable basis for-our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Beaver Brook
Housing
Associates (a Limited Partnership) at December 31, 1996 and 1995
and the
results of its operations, its partners' equity (deficit) and its
cash flows
for the years then ended in conformity with generally accepted
accounting
principles.

In accordance with Government Auditing Standards, we have also
issued our
reports dated January 22, 1997 on our consideration of Beaver
Brook Housing
Associates' internal control structure and on its compliance with
laws and
regulations.


January 22, 1997
Dulin, Ward & DeWald, Inc
Certified Public Accountants
Offices Located in Fort Wayne and Marion, Indiana

Michael R. DeWald     Robert R. Meyer
James R. Doty         Nelson Coats
Micheal J. O'Brien    Jeff A. Tanner
Mark S. Westerhausen  James E. Hindle, Jr.  (1949-1994)


INDEPENDENT AUDITOR'S REPORT

To the Partners of
Brooklyn Limited (An Indiana Limited Partnership)
Corunna, Indiana

We have audited the accompanying balance sheets of Brooklyn
Limited (An
Indiana Limited Partnership) as of December 31, 1996 and 1995,
and the related
statements of 'income, partners' equity, and cash flows for the
years then
ended.  These financial statements are the responsibility of the
Partnership's
management.  Our responsibility is to express an opinion on these
financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing
standards and Government Auditing Standards, issued by the
Comptroller General
of the United States, and the U.S. Department of Agriculture,
Farmers Home
Administration "Audit Program." Those standards require that we
plan
and perform the audits to obtain reasonable assurance about
whether the
financial statements are free of material misstatement.  An audit
includes
examining, on a test basis, evidence supporting the amounts and
disclosures in
the financial statements.  An audit also includes assessing the
accounting
principles used and significant estimates made by management as
well as
evaluating the overall financial statement presentation.  We
believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Brooklyn Limited
(An Indiana
Limited Partnership) as of December 31, 1996 and 1995, and the
results of its
operations and its cash flows for the years then ended in
conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic
financial statements taken as a whole.  The supplemental
information on page 9
is presented for purposes of additional analysis and is not a
required part of
the basic financial statements.  Such information has been
subjected to the
audit procedures applied in the audit of the basic financial
statements and,
in our opinion, is fairly stated in all material respects in
relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report
dated January 23, 1997 on our consideration of Brooklyn Limited's
internal
control structure and a report dated January 23, 1997 on its
compliance with
laws and regulations.

Fort Wayne, Indiana
January 23, 1997

Our mission is to assist businesses, organizations and
individuals in
measuring, controlling and managing their financial success.

1610 Spy Run Avenue, Fort Wayne, Indiana 46805  219-423-2414/800-
232-8913
219-423-2419 (Fax)
Mary K. Flegal
Certified Public Accountant

INDEPENDENT AUDITOR'S REPORT


To the Partners
Fawn River Apartments

 I have audited the accompanying balance sheets of Fawn River
 Apartments (a
partnership) Project #26-078-382856293 as of December 31, 1996
and 1995, and
the related statements of operations, partners' deficit and cash
flows for
the years ended December 31, 1996 and 1995.  These financial
statements are
the responsibility of the Project's management.  My
responsibility is to
express an opinion on these financial statements based on my
audits.

 I conducted my audits in accordance with generally accepted
 auditing
standards and standards for financial and compliance audits
contained in the
Standards for Audit of Governmental Organizations, Programs,
Activities and
Functions, Issued by the U.S. General Accounting Office.  Those
standards
require that I plan and perform the audit to obtain reasonable
assurance about
whether financial statements are free of material misstatement.
An audit
includes examining, on a test basis, evidence supporting the
amounts and
disclosures in the financial statements.  An audit also includes
assessing
the accounting principles used and significant estimates made by
management,
as well as evaluating the overall financial statement
presentation.  I believe
that my audit provides a reasonable basis for my opinion.

The financial statements include only the assets, liabilities and
operations
of Fawn River Apartments Project #26-078-382856293 and do not
include any
other assets, liabilities or operations of the Partnership.

In my opinion, the financial statements referred to above present
fairly, in
all material respects, the assets, liabilities and partners'
deficit of Fawn
River Apartments Project #26-078-382856293 as of December 31,
1996 and 1995,
and its operations, partners' deficit and cash flows for the
years ended
December 31, 1996 and 1995.

In accordance with Government Auditing Standards, I have also
issued a
report dated January 17, 1997, on my consideration of Fawn River
Apartments
Project #26-078-38285693 internal control structure and a report
dazed January
17, 1997, on its compliance with laws and regulations.

MARY K. FLEGAL
January 17, 1997
The Waters Edge, Second Floor - 5930 Lovers Lane Portage,
Michigan 49002  Phone (616) 383-1900








SMITH, MILES & COMPANY, L.C.
1230 AERPORT ROAD
CERTIFIED PUBLIC ACCOUNTANTS
P.O. BOX 1177
PANAMA CITY, FLORIDA 32402
Phone:(904) 785-0261
Fax: (904) 785-0263

INDEPENDENT AUDITORS' REPORT


To the Partners
Fountain Green Apartments, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Fountain Green
Apartments, Ltd., Project No: 09-46-592948719, as of December 31,
1996 and
1995, and the related statements of operations, partners I equity
and cash
flows for the years then ended.  These financial statements are
the
responsibility of the partnership's management.  Our
responsibility is to
express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing
standards and Government Auditing Standards issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audit to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes examining,
on a test
basis, evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used
and significant estimates made by management, as well as
evaluating the
overall financial statement presentation We believe that our
audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Fountain Green
Apartments, Ltd., as of December 31, 1996 and 1995, and the
results of its
operations and its cash flows for the years then ended in
conformity with
generally accepted accounting principles.

our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information is
presented for purposes of additional analysis and is not- a
required part of
the basic financial statements.  Such information has been
subjected to the
audit procedures applied in the audit of the basic financial
statements and,
in our opinion, is fairly stated in all material respects in
relation to the
basic financial statements taken as a whole.


Panama City, Florida

February 6, 1997



BOWMAN & COMPANY, LLP
Certified Public Accountants
     Herbert H. Bowman        Telephone: 209/473-1040
     Bruce G. Bentz      Lodi: 209/333-0540
     Taylor M. Welz      Fax: 209/473-9771
     Kathleen D. O'Brien      2431 West March Lane
     Gary R. Daniel      Suite 100
     Daniel E. Phelps         Stockton, California 95207-6598

          Member Of Aicpa Division Of Firms
          Private Companies Practice Section

INDEPENDENT AUDITORS'REPORT

To the Partners
Glennwood Hotel investors
(A California Limited Partnership)
Sacramento, California

We have audited the accompanying balance sheets of Glennwood
Hotel Investors
(A California Limited Partnership) as of December 31, 1996 and
1995, and the
related statements of income, partners' equity (deficit), and
cash flows for
the years then ended.  These financial statements are the
responsibility of
the Partnership's management.  Our responsibility is to express
an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing
standards.  Those standards require that we plan and perform the
audits to
obtain reasonable assurance about whether the financial
statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit
also includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the overall
financial
statement presentation.  We believe that our audits provide a
reasonable basis
for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Glennwood Hotel
Investors (A
California Limited Partnership) as of December 31, 1996 and 1995,
and the
results of its operations and its cash flows for the years then
ended in
conformity with generally accepted accounting principles.




Stockton, California
January 27, 1997
OSCAR N. HARRIS & ASSOCIATES, P.A.
Certified Public Accountants

Oscar N. Harris, C.P.A.      Sherry S. Johnson, C.P.A.
Kenneth E. Milton, C.P.A.   Connie P. Stancil, C.P.A.
Members: American Institute of CPAs - North Carolina Association
of CPAs

INDEPENDENT AUDITOR?S REPORT

To the Partners of
Grifton Housing Associates, A NC Limited Partnership
Charlotte, North Carolina

We have audited the balance sheets of Grifton Housing Associates,
A NC Limited
Partnership as of December 31, 1996 and 1995, and the related
statements of
partners, capital, income, and cash flows for the years then
ended.  These
financial statements are the responsibility of the Partnership's
management.
Our responsibility is to express an opinion on these financial
statements
based on our audits.

We conducted our audits in accordance with generally accepted
auditing
standards, Government Auditing Standards issued by the
Comptroller General of
the United States.  Those standards require that we plan and
perform the
audits to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes examining,
on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting
principles used and significant estimates made by management, as
well as
evaluating the overall financial statement presentation.  We
believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Grifton Housing
Associates, A
NC Limited Partnership as of December 31, 1996 and 1995, and the
results of
its operations and its cash flows for the years then ended in
conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a
report dated January 31, 1997 on our consideration of Grifton
Housing
Associates, a NC Limited Partnership's internal control structure
and a report
dated January 31, 1997 on its compliance with laws and
regulations.

Our audits were made for the purpose of forming an opinion on the
basic
financial statements taken as a whole.  Schedules 1, 2, 3, and 4
on pages 15,
16, 17, and 18 are presented for purposes of additional analysis
and are not a
required part of the basic financial statements.  Such
information has been
subjected to the auditing procedures applied in the audits of the
basic
financial statements and, in our opinion, is fairly stated in all
material
respects in relation to the basic financial statements taken as a
whole.


Certified Public Accountants
January 31, 1997

100 EAST CUMBERLAND STREET, P.O. BOX 578      DUNN, N.C. 28335
(910) 892-1021 FAX (910) 892-6084

LOUIS YOUNG C.P.A. INC.
2630 E. ASHLAN - FRESNO, CALIFORNIA 93726
(209) 224-5141

INDEPENDENT AUDITOR'S REPORT
The PartnersHacienda Villa AssociatesFirebaugh, California
We have audited the accompanying balance sheet of Hacienda Villa
Associates (A Limited Partnership) as of December 31, 1996, and
the related statements of operations, partners' capital and cash
flows for the year then ended.  These financial statements are
the responsibility of the Partnership's management. our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In cur opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Hacienda Villa Associates (a Limited Partnership) as of
December 31, 1996, and the results of its operations and its cash
flows for the year then ended, in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 14 and 15 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.

Louis Young CPA Inc.

Fresno, California
February 14, 1997








LOUIS YOUNG C.P.A. INC.
2630 E ASHLAN, FRESNO, CALIFORNIA 93726
(209) 224-5141

Louis Young CPA
Jason Liao CPA


INDEPENDENT AUDITOR'S REPORT

The Partners
Hacienda Villa Associates
Firebaugh, California



We have audited the accompanying balance sheet of Hacienda Villa
Associates (A Limited Partnership) as of December 31, 1995, and
the related statements of operations, partners' capital and cash
flows for the year then ended.  These financial statements are
the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Hacienda Villa Associates (a Limited Partnership) as of
December 31, 1995, and the results of its operations and its cash
flows for the year then ended, in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 14 and 15 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.

Louis Young CPA Inc.
Fresno, California
February 15, 1996




McGee & Associates, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Kristin Park Apartments, Ltd.
and Rural Housing Service

We have audited the accompanying balance sheets of Kristin Park
Apartments, Ltd. (a limited partnership) as of December 31, 1996
and 1995, and the related statements of operations, partners'
equity and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing
standards and Government Auditing Standards, issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audit to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes examining,
on a test
basis, evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used
and significant estimates made by management, as well as
evaluating the
overall financial statement presentation.  We believe that our
audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Kristin Park
Apartments, Ltd.
as of December 31, 1996 and 1995, and the results of its
operations, changes
in partners' equity and cash flows for the years then ended in
conformity with
generally accepted accounting principles.


In accordance with Government Auditing Standards, we have also
issued a report
dated January 16, 1997, on our consideration of the Partnership's
internal
control structure and a report dated January 16, 1997, on its
compliance with
laws and regulations.


Our audits were conducted for the purpose of forming an opinion
on the
financial statements taken as a whole.  The supplemental
information included
in the report is presented for purposes of additional analysis
and is not a
required part of the financial statements of Kristin Park
Apartments, Ltd.
Such information has been subjected to the auditing procedures
applied in the
audits of the financial statements and, in our opinion, is fairly
stated in
all material respects in relation to the financial statements
taken as a
whole.



January 16, 1997
Farmington, New Mexico

Burke & Rea
Edward T. Burke, C.P.A
Bernard E. Rea,  C.P.A


To the Partners
Maywood Associates, Ltd
(A California Limited Partnership)
Cheyenne, WY


We have audited the accompanying balance sheets of Maywood
Associates, Ltd. (A California Limited Partnership),  USDA Rural
Development Case No. 04-052-680184284, as of December 31, 1996
and 1995 and the related statements of income, partners' equity,
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the Comptroller General of the United States.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements
are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and accounting
principles used and significant estimates made by management as
well as evaluting the overall financial statement presentation.
We believe that our audits provide a reasonable basis of our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Maywood Associates, Ltd.  (A California Limited Partnership)
as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated March 25, 1997 on our consideration of
Maywood Associates, Ltd.'s internal control structure and a
report dated March 25, 1997 on its compliance with laws and
regulations.

Burke & Rea

Stockton, California
March 25, 1997

P.O. Box 4632
Stockton, CA  95204
Telephone 209/933-9113
Fax 209/933-9115







FLOYD & COMPANY
Certified Public Accountant

  306 Commercial Drive, Suite 202 Post Office Box 14251 Savannah,
  Georgia 31406 Savannah, Georgia 31416
  Phone:  (912) 355-9969


INDEPENDENT AUDITORS' REPORT


To the General Partners of
Meadow Run Limited Partnership


We have audited the accompanying balance sheets of Meadow Run
Limited Partnership (a Georgia Limited Partnership) as of
December
31, 1996 and the related statements of operations, partners
equity
deficit) and cash flows for the year then ended.  These financial
statements
are the responsibility of the Partnership's management.  Our
responsibility is
to express an opinion on these financial statements based on our
audits.

The financial statement information for the year ending December
31, 1995 was
audited by another independent certified public accountant who
expressed an
unqualified opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing
standards.  Those standards require that we plan and perform the
audit
to obtain reasonable assurance about whether the financial
statements
are free of material misstatement. An audit includes assessing
the accounting
principles used and significant estimates made by management, as
well as
evaluating the overall financial statement presentation.  We
believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects the financial position of Meadow Run
Limited Partnership
p a Georgia Limited Partnership,), as of December 31, 1996 and
the results of
its operations and its cash flows for the year then ended in
conformity with
generally accepted accounting principles.


Floyd & Company, CPA




February 28, 1997





Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Pedcor Investments 1989-VIII, L.P.

We have audited the accompanying balance sheets of Pedcor
Investments 1989-
VIII, L.P. as of December 31, 1996 and 1995, and the related
statements of
loss, partners' equity, and cash flows for the years then ended.
These
financial statements are the responsibility of the partnership's
management.
Our responsibility is to express an opinion on these financial
statements
based on our audits.

We conducted our audits in accordance with generally accepted
auditing
standards.  Those standards require that we plan and perform the
audits to
obtain reasonable assurance about whether the financial
statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit
also includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the overall
financial
statement presentation.  We believe that our audits provide a
reasonable basis
for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Pedcor
Investments 1989-VIII,
L.P. as of December 31, 1996 and 1995, and the results of its
operations and
its cash flows for the years then ended in conformity with
generally accepted
accounting principles.

The accompanying information is presented for additional analysis
and is not a
required part of the basic financial statements.  Such
information has been
subjected to the same auditing procedures applied in the audits
of the basic
financial statements and, in our opinion, is presented fairly in
all material
respects in relation to the basic financial statements taken as a
whole.



Indianapolis, Indiana        Dauby O'Connor & Zaleski, LLC
January 14, 1997              Certified Public Accountants



8395 Keystone Crossing, Suite 203 Indianapolis, Indiana 46240
317-259-6857   Fax: 317-259-6861

STANCIL & COMPANY

INDEPENDENT AUDITORS' REPORT

To the Partners of
Quail Hollow Associates
Raleigh, North Carolina

We have audited the balance sheets of Quail Hollow Associates (a
limited
partnership) as of December 31, 1996 and 1995 and the related
statements of
income (loss), partners' capital (deficit), and cash flows for
the years then
ended.  These financial statements are the responsibility of the
Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing
standards and Government Auditing Standards issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audit to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes examining,
on a test
basis, evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used
and significant estimates made by management, as well as
evaluating the
overall financial statement presentation.  We believe that our
audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Quail Hollow
Associates as of
December 31, 1996 and 1995 and the results of its operations and
its cash
flows for the years then ended in conformity with generally
accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report
dated February 14, 1997 on our consideration of Quail Hollow
Associates'
internal control structure and a report dated February 14, 1997
on its
compliance with laws and regulations.

Our audits was made for the purpose of forming an opinion on the
basic
financial statements taken as a whole.  The supplemental
information on pages
11 through 16 is presented for purposes of additional analysis
and is not a
required part of the basic financial statements.  Such
information has been
subjected to the audit procedures applied in the audit of the
basic financial
statements and, in our opinion, is fairly stated in all material
respects in
relation to the basic financial statements taken as a whole.

Raleigh, North Carolina
February 14, 1997

CERTIFIED PUBLIC ACCOUNTANTS - MANAGEMENT CONSULTANTS

1055 Dresser Court   Raleigh, North Carolina 27609
Tel: 919/872-1260    Fax: 919/872-6182
Jack M. Stancil      Reginald L. Dupree      Henry L. White

Schonwit & Associates
Certified Public Accountant
575 Anton Boulevard, Suite 500
Costa Mesa, California 92626
(714) 437-1025   Fax (714) 957-1678

INDEPENDENT AUDITOR'S REPORT

To the Partners
Raitt Street Apartments, A California Limited Partnership

I have audited the accompanying balance sheet of Raitt Street
Apartments, A
California Limited Partnership, as of December 31, 1996, and the
related
statements of operations, partners' equity, and cash flows for
the year then
ended.  These financial statements are the responsibility of the
partnership's
management.  My responsibility is to express an opinion on these
financial
statements based on my audit.  The financial statements of Raitt
Street
Apartments, A California Limited Partnership, for the year ended
December 31,
1995, as presented herein, were examined by another auditor whose
report dated
April 4, 1996, expressed an unqualified opinion on those
statements.

I conducted my audit in accordance with generally accepted
auditing standards.
Those standards require that I plan and perform the audit to
obtain reasonable
assurance about whether the financial statements are free of
material
misstatement.  An audit includes examining, on a test basis,
evidence
supporting the amounts and disclosures in the financial
statements.  An audit
also includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the overall
financial
statement presentation.  I believe that my audit provides a
reasonable basis
for my opinion.

In my opinion the accompanying financial statements referred to
above present
fairly, in all material respects, the financial position of Raitt
Street
Apartments, A California Limited Partnership as of December 31,
1996, and the
results of its operations, the changes in partners' equity, and
cash flows for
the year then ended in conformity with generally accepted
accounting
principles.

My audit was made for the purpose of forming an opinion on the
basic financial
statements taken as a whole.  The supplemental information on
page 6 is
presented for purposes of additional analysis and is not a
required part of
the basic financial statements.  Such information has been
subjected to
theauditing procedures applied in the audit of the basic
financial statements
and, in my opinion, is fairly stated in all material respects in
relation to
the basic financial statements taken as a whole.


SCHONWIT & ASSOCIATES
February 14, 1997

Virchow, Krause & Company, LLP
Certified Public Accountants & Consultants


INDEPENDENT AUDITORS' REPORT



To the Partners
School Street Limited Partnership II
Madison, Wisconsin


We have audited the accompanying balance sheet of School Street
Limited Partnership II as of December 31, 1995, and the related
statements of loss, partners' equity and cash flows for the year
then ended.  These financial statements are the responsibility of
the partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of School Street Limited Partnership 11 as of December 31, 1995,
and the results of its operations, changes in partners' equity
and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental
information found on page 12, included in the report, is
presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our
opinion, is presented fairly in all material respects in relation
to the basic financial statements taken as a whole.





Page 1




To the Partners
School Street Limited Partnership II



The financial statements of School Street Limited Partnership II
for the year ended December 31, 1994 were audited by other
accountants, whose report dated January 24, 1995 stated that they
were not aware of any material modifications that should be made
to those statements in order for them to be in conformity with
generally accepted accounting principles.


VIRCHOW, KRAUSE & COMPANY, LLP

Madison, Wisconsin
January 18, 1996







































BAKER NEWMAN & NOYES
Limited Liability Company
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
South Paris Heights Associates
(A Limited Partnership)

We have audited the accompanying balance sheets of South Paris
Heights
Associates (A Limited Partnership) as of December 31, 1996 and
1995, and the
related statements of operations, changes in partners' equity and
cash flows
for the years then ended.  These financial statements are the
responsibility
of the Partnership's management.  Our responsibility is to
express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing
standards and Government Auditing Standards, issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audit to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes examining,
on a test
basis, evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used
and significant estimates made by management, as well as
evaluating the
overall financial statement presentation.  We believe that our
audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of South Paris
Heights
Associates (A Limited Partnership) as of December 31, 1996 and
1995, and the
results of its operations, and its cash flows for the years then
ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report
dated January 23, 1997 on our consideration of the internal
control structure
of the Partnership and a report dated January 23, 1997 on its
compliance with
laws and regulations.

Our audits were conducted for the purpose of forming an opinion
on the basic
financial statements taken as a whole.  The accompanying
additional
information is presented solely for the use of the Farmers Home
Administration
and is not a required part of the basic financial statements.
Part I of the
Multiple Family Housing Borrower Balance Sheet, Form FmHA 1930-8
and Column 2
(Actual), Parts I, II and III of the Multiple Family Housing
Project Budget,
Form FmHA 1930-7, have been subjected to the auditing procedures
applied in
our audits of the basic financial statements and, in our opinion,
are fairly
stated in all material respects in relation to the basic
financial statements
taken as a whole.  We have not audited Parts IV, V, and VI, and
Columns 1 and
3 (Current Budget and Proposed Budget) of Parts I, II and III of
Form FmHA
1930-7, and, accordingly, express no opinion thereon.



January 23, 1997
Limited Liability Company

One Hundred Middle Street, P.O. Box 507, Portland, Maine 04112
Telephone 207-879-2100  Telefax 207-774-1793

Bender, Weltman, Thomas & Co.
Certified Public Accountants
1067 North Mason Road, Suite 7
St. Louis MI.  63141-6341
(314) 576-1350
Fax (314) 576-9650

WILLIAM J.BENDER
JOEL W.WELTMAN
JATAES R.THOIAAS
GERALD O.MAGRUOER

Independent Auditors Report

   To The Partners
   Springfield Housing Associates, L.P.
   Springfield, Illinois


We have audited the accounting balance sheets of Springfield
Housing
Associates, L.P., a (limited partnership) as of December 31, 1996
and 1995,
and the related statements of operations, partners' capital, and
cash flows
for the years then ended.  These statements are the
responsibility of the
Partnership's management.

We conducted an audit in accordance with generally accepted
auditing
standards. These standards require that we plan and perform the
audit to
obtain reasonable assurance about whether the financial
statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit
also includes assessing the accounting principles used and
significant
estimates made by the management, as well as evaluating the
overall financial
statements presentation.  We believe that our audit provides a
reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Springfield
Housing
Associates, L.P. (A limited partnership), as of December 31, 1996
and 1995,
and the results of its operations and its cash flows for the
years then ended
in conformity with generally accepted accounting principles.

Bender, Weltman, & Thomas & Co., CPA
February 24, 1997











THOMAS C. CUNNINGHAM, CPA PC
23 Moore Street
Bristol, Virginia 24201
(540)669-5531   (540)669-5576 fax

INDEPENDENT AUDITOR'S REPORT

To the Partners
Tappahannock Greens Limited Partnership

I have audited the accompanying balance sheets of Tappahannock
Greens Limited
Partnership, FmHA Case No.:  54-036-0541621981, as of December
31, 1996 and
1995, and the related statements of operations, partners' equity
and cash
flows for the years then ended.  These financial statements are
the
responsibility of the Partnership's management.  My
responsibility is to
express an opinion on these financial statements based on my
audits.

I conducted my audits in accordance with generally accepted
auditing standards
and Government Auditing Standards issued by the Comptroller
General of the
United States.  Those standards require that I plan and perform
the audits to
obtain reasonable assurance about whether the financial
statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit
also includes assessing the accounting principles used and
significant.
estimates made by management, as well as evaluating the overall
financial
statement presentation.  I believe that my audits provide a
reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present
fairly, in
all material respects, the financial position of Tappahannock
Greens Limited
Partnership, as of December 31, 1996 and 1995 and the results of
its
operations, changes in partners' equity and cash flows for the
years then
ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the
basic
financial statements taken as a whole.  The supplemental
information on page
15 is presented for purposes of additional analysis and is not a
required part
of the basic financial statements.  Such information has been
subjected to the
audit procedures applied in the audits of the basic financial
statements and,
in my opinion, is fairly stated in all material respects in
relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also
issued a report
dated February 15, 1997 on my consideration of Tappahannock
Greens Limited
Partnership's internal control structure and a report dated
February 15, 1997
on its compliance with laws and regulations applicable to the
financial
statements.

Thomas C. Cunningham, CPA PC

Bristol, Virginia
February 15, 1997

SMITH, MILES & COMPANY, L.C.                         1230   RT
ROAD
CERTIFIED PUBLIC ACCOUNTANS                          P.O. BOX
1177
PANAMA CITY, FLORIDA 32402
Phone:(904) 785-0261
Fax: (904) 785-0263

INDEPENDENT AUDITORS' REPORT


To the Partners
Village Oaks Apartments II, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Village Oaks
Apartments, II, Ltd., FMRA Project No: 09-061-0592884971, as of
December 31,
1996 and 1995, and the related statements of operations,
partners' equity and
cash flows for the years then ended.  These financial statements
are the
responsibility of the partnership I s management.  Our
responsibility is to
express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing
standards and Government Auditors Standards issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audit to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes examining,
on a test
basis, evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used
and significant estimates made by management, as well as
evaluating the
overall financial statement presentation. We believe that our
audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Village
Oaks Apartments II, Ltd., as of December 31, 1996 and 1995, and
the results of
its operations and its cash flows for the years then ended in
conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic
financial statements taken as a whole.  The supplementary
information is
presented for purposes of additional analysis and is not a
required part of
the basic financial statements.  Such information has been
subjected to the
audit procedures applied in the audit of the basic financial
statements and,
in our opinion, is fairly stated in all material respects in
:relation to the
basic financial statements taken as a whole.



Panama City, Florida
February 6, 1997





FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Autumn Lane Limited Partnership

We have audited the accompanying balance sheets of Autumn Lane
Limited
Partnership (a Georgia Limited Partnership) as of December 31,
1996 and the
related statements of operations, partners equity (deficit) and
cash flows
for the year then ended.  These financial statements are the
responsibility of
the Partnerships management. our responsibility is to express an
opinion on
these financial statements based on our audits.

The financial statement information for the year ending December
31, 1995 was
audited by another independent certified public accountant who
expressed and
unqualified opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing
standards.  Those standards require that we plan and perform the
audit to
obtain reasonable assurance about whether the financial
statements are free of
material misstatement.  An audit includes assessing the
accounting principles
used and significant estimates made by management, as well as
evaluating the
overall financial statement presentation.  We believe that our
audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Autumn Lane
Limited
Partnership (a Georgia Limited Partnership) as of December 31,
1996 and the
results of its operations and its cash flows for the year then
ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997

FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partner; of
Ellaville Properties Limited Partnership

We have audited the accompanying balance sheets of Ellaville
Properties
Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1996
and the related statements of operations, partners, equity
(deficit) and cash
flows for the year then ended.  These financial statements are
the
responsibility of the Partnership's management.  Our
responsibility is to
express an opinion on these financial statements based on our
audit.

The financial statement information for the year ending December
31, 1995 was
audited by another independent certified public accountant who
expressed and
unqualified opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing
standards and Government Auditing Standards, issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audit to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes assessing
the accounting
principles- used and significant estimates made by management, as
well as
evaluating the overall financial statement presentation.  We
believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Ellaville
Properties
Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1996 and the results of its operations and its cash
flows for the year then ended
in conformity with generally accepted accounting principles.

Flood & Company, CPA


February 28, 1997

Byrd, Smalley, Evans, Adams, & Johnson, P.C.
Certified Public Accountants
237 Johnson Street S.E.
P.O. Box 2179
Decatur, AL 35602-2179
(205) 353-1611   Fax (205) 353-1578

Larry O. Byrd, CPA     Timothy Smalley, CPA
Stan A. Evans, CPA     John R. Adams, CPA
Ray Johnson, CPA       James A. Craig, CPA
Penny L. Smith, CPA    Lisa A. Nuss, CPA
Julie S. Redmond, CPA  Angie A. Harris, CPA
Laura S. Berry, CPA    Kerry A. Burroughs, CPA

We have audited the accompanying balance sheets of Housing
Investors Athens
II, Ltd Partnership as of December 31, 1996 and 1995, and the
related
statements of operations, partners, capital, and cash flows for
the years then
ended.  These financial statements are the responsibility of the
partnership's
management.  Our responsibility is to express an opinion on these
financial
statements based on our audits.

We conducted our audit in accordance with generally accepted
auditing
standards, Government Auditing Standards, issued by the
Comptroller General of
the United States; and the provisions of Office of Management and
Budget
Circular A-133, "Audits of Institutions of Higher Education and
Other
Nonprofit institutions.,, Those standards and OMB Circular A-133
require that
we plan and perform the audit to obtain reasonable assurance
about whether the
financial statements are free of material misstatement.  An audit
includes
examining, an a test basis, evidence supporting the amounts and
disclosures in
the financial statements.  An audit also includes assessing the
accounting
principles used and significant estimates made by management, as
well as
evaluating the overall financial statement presentation.  We
believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Housing
investors Athens II,
Ltd., as of December 31, 1996 and 1995, and the results of its
operations and
its cash flows for the years then ended in conformity with
generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report
dated February 28, 1997 on our consideration of Housing Investors
Athens II,
Ltd's internal control structure and a report date February 28,
1997 an its
compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the
basic
financial statements taken as a whole.  The accompanying
supplementary
information is presented for purposes of additional analysis and
is not a
recruited part of the basic financial statements.  Such
information has been
subjected to the auditing procedures applied in the audit of the
basic
financial statements and, in our opinion, is fairly stated in all
material
respects in relation to the basic financial statements taken as a
whole.

February 28, 1997

Burke & Rea
Edward T. Burke, C.P.A
Bernard E. Rea,  C.P.A


To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California


We have audited the accompanying balance sheets of Maidu
Properties (A
California Limited Partnership),  as of December 31, 1996 and
1995 and the related statements of income, partners' equity, and
cash flows for the years then ended.  These financial statements
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements
are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis of our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Maidu Properties  (A California Limited Partnership) as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information for the years ended December 31, 1996 and 1995, on
pages 13 and 14, is presented for purposes of additional analysis
and is not a required part of the basic financial statements.
Such information has been subjected to the audit procedures
applied in the audits of the basic financial statements and, in
our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

Burke & Rea

Stockton, California
April 4, 1997

P.O. Box 4632
Stockton, CA  95204
Telephone 209/933-9113
Fax 209/933-9115


FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Meadowbrook Properties II Limited Partnership

We have audited the accompanying balance sheets of Meadowbrook
Properties II
Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1996
and the related statements of operations, partners, equity
(deficit) and cash
flows for the year then ended.  These financial statements are
the
responsibility of the Partnership's management.  Our
responsibility is to
express an opinion on these financial statements based on our
audit.

The financial statement information for the year ending December
31, 1995 was
audited by another independent certified public accountant who
expressed and
unqualified opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing
standards and Government Auditing Standards, issued by the
Comptroller General
of the United States.  Those standards require that we plan and
perform the
audit to obtain reasonable assurance about whether the financial
statements
are free of material misstatement.  An audit includes assessing
the accounting
principles used and significant estimates made by management, as
well as
evaluating the overall financial statement presentation.  We
believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Meadowbrook
Properties II
Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1996
and the results of its operations and its cash flows for the year
then ended
in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997

Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Pedcor Investments 1989-X, L.P.

We have audited the accompanying balance sheets of Pedcor
Investments 1989-X,
L.P. as of December 31, 1996 and 1995, and the related statements
of loss,
partners, equity (deficit), and cash flows for the years then
ended.  These
financial statements are the responsibility of the partnership's
management.
Our responsibility is to express an opinion on these financial
statements
based on our audits.

We conducted our audits in accordance with generally accepted
auditing
standards.  Those standards require that we plan and perform the
audits to
obtain reasonable assurance about whether the financial
statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit
also includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the overall
financial
statement presentation.  We believe that our audits provide a
reasonable basis
for our opinion.

In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of Pedcor
Investments 1989-X,
L.P. as of December 31, 1996 and 1995, and the results of its
operations and
its cash flows for the years then ended in conformity with
generally accepted
accounting principles.

The accompanying information is presented for additional analysis
and is not a
required part of the basic financial statements.  Such
Information has been
subjected to the same auditing procedures applied in the audits
of the basic
financial statements and, in our opinion, is presented fairly in
all material
respects in relation to the basic financial statements taken as a
whole.




Indianapolis, Indiana           Dauby O'Connor & Zaleski, LLC
January 17, 1997                Certified Public Accountants



8395 Keystone Crossing, Suite 203   Indianapolis, Indiana 46240
317-259-6857     Fax: 317-259-6861






FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Rosewood Village Limited Partnership

We have audited the accompanying balance sheets of Rosewood
Village Limited Partnership (a Georgia Limited Partnership)
as of December 31, 1996 and the related statements of
operations, partners' equity (deficit) and cash flows for
the year then ended. These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

The financial statement information for the year ending
December 31, 1995 was audited by another independent
certified public accountant who expressed and unqualified
opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the
overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Rosewood Village Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results
of its operations and its cash flows for the year then ended
in
conformity with generally accepted accounting principles.


Floyd  Company, CPA
February 28, 1997

KOSTIN, RUFFKESS & COMPANY, LLC
CERTIFIED PUBLIC ACCOUNTANTS

345 North Main Street
West Hartford, CT 06117-2521
(860) 236-1975
Toll Free:  (800) 286-5726
FAX: (860) 236-1783

260  U.S. Route #1
Bank Building
New London, CT 06320-2608
(860) 447-1235
FAX: (860) 442-0166
To The PartnersSouth Farm Limited PartnershipRIHMFC #HIP-023
INDEPENDENT AUDITORS'REPORT
We have audited the accompanying balance sheet of South Farm
Limited Partnership, as of March 31, 1997, and the related
statements of income and expense, changes in partners'
capital and cash flows for the year then ended.  These
financial statements are the responsibility of the Project's
management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards, and Government Auditing Standards issued
by the Comptroller General of the United States.  Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by management as well as
evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of South Farm Limited Partnership at March 31,
1997, and the results of its operations and cash flows for
the year then ended, in conformity with generally accepted
accounting principles.







In accordance with Government Auditing Standards and the
Consolidated Audit Guide for Audits of HLTD Programs, issued
by the U.S. Department of Housing and Urban Development we
have also issued a report dated May 9, 1997 on our
consideration of South Farm Limited Partnership's internal
control structure and a report dated May 9, 1997 on its
compliance with laws and regulations.

South Farm Limited Partnership
Page Two

Our audit was made for the purpose of forming an opinion on
the financial statements taken as a whole.  The
supplementary information contained in Schedules 1 through
20 is presented for the purpose of additional analysis and
is not a required part of the financial statements.  Such
information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our
opinion, the supplementary information is fairly presented
in all material respects in relation to the basic financial
statements taken as a whole.


West Hartford, Connecticut
May 9, 1997

KOSTIN, RUFFKESS & COMPANY, LLCCERTIFIED PUBLIC ACCOUNTANTS

345 North Main Street
West Hartford, CT 06117-2521
(860) 236-1975
Toll Free:  (800) 286-5726
FAX: (860) 236-1783
To The PartnersSouth Farm Limited PartnershipRIHMFC #HIP-023
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of South Farm
Limited Partnership, as of March 31, 1996, and the related
statements of income and expense, changes in partners'
capital and cash flows for the year then ended.  These
financial statements are the responsibility of the Project's
management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards, and Government Auditing Standards,
issued by the Comptroller General of the United States.
Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of South Farm Limited Partnership at March 31,
1996, and the results of its operations and cash flows for
the year then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the
Consolidated Audit Guide for Audits of HUD Programs, issued
by the U.S. Department of Housing and Urban Development, we
have also issued a report dated June 4, 1996 on our
consideration of South Farm Limited Partnership's internal
control structure and a report dated June 4, 1996 on its
compliance with laws and regulations.

South Farm Limited PartnershipPage Two



Our audit was made for the purpose of forming an opinion on
the financial statements taken as a whole.  The
supplementary information contained in Schedules 1 through
19 is presented for the purpose of additional analysis and
is not a required part of the financial statements.  Such
information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our
opinion, the supplementary information is fairly presented
in all material respects in relation to the basic financial
statements taken as a whole.

West Hartford, Connecticut
June 4, 1996





































GWEN WARD, P.C.
CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH, TEXAS 76107
(817) 336-588
MEMBER AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS
TEXAS SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

  To the Partners of
  Aspen Square, L. P.
  Tazewell, Virginia

       I have audited the accompanying balance sheets of
  Aspen
Square, L.P., as of December 31, 1996 and 1995, and the
related
statements of operations, partners, equity (deficit) and
cash flows for the years then ended.  These financial
statements are
the responsibility of the partnership's management.  My
responsibility is to express an opinion on these financial
statements based on my audits.

       I conducted my audits in accordance with generally
accepted auditing standards.  Those standards require that I
plan
and perform the audit to obtain reasonable assurance about
whether
the financial statements are free of material misstatement.
An
audit includes examining, on a test basis, evidence
supporting the
amounts and disclosures in the financial statements.  An
audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating
the overall financial statement presentation.  I believe
that my
audits provide a reasonable basis for my opinion.

       In my opinion, the financial statements referred to
  above
present fairly, in all material respects, the financial
position
of Aspen Square, L.P., as of December 31, 1996 and 1995, and
the
results of its operations, changes in partners' equity
(deficit)
and cash flows for the years then ended in conformity with
generally accepted accounting principles.

       My audits were made for the purpose of forming an
  opinion
on the basic financial statements taken as a whole.  The
supplemental information on page I-17 is presented for
purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected
to the
auditing procedures applied in the audit of the basic
financial
statements and, in my opinion, is fairly stated in all
material re
in relation to the basic financial statements taken as


  Fort Worth, Texas
  March 21, 1997



I-3




McGee & Associates, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Buckeye Senior, Ltd.
and Rural Housing Service

We have audited the accompanying balance sheets of Buckeye
Senior,
Ltd. (a limited partnership) as of December 31, 1996 and
1995, and
the related statements of operations, partners' equity
(deficit)
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.
Our responsibility is to express an opinion on these
financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted
auditing standards and Government Auditing Standards, issued
by
the Comptroller General of the United States.  Those
standards
require that we plan and perform the audit to obtain
reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a
test
basis, evidence supporting the amounts and disclosures in
the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement
presentation.  We believe that our audits provide a
reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Buckeye Senior, Ltd. as of December 31, 1996 and 1995, and
the
results of its operations, changes in partners' equity and
cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In Accordance with Government Auditing Standards, we have
also
issued a report dated January 13, 1997, on our consideration
of
the Partnership's internal control structure and a report
dated
January 13, 1997, on its compliance with laws and
regulations.






Our audits were conducted for the purpose of forming an
opinion on
the financial statements taken as a whole.  The supplemental
information included in the report is presented for purposes
of
additional analysis and is not a required part of the
financial
statements of Buckeye Senior, Ltd.  Such information has
been
subjected to the auditing procedures applied in the audit of
the
financial statements and, in our opinion, is fairly stated
in all
material respects in relation to the financial statements
taken as
a whole.


January 13, 1997
Farmington, New Mexico









































GWEN WARD, PC.
CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH TEXAS 76107
(817) 336-5880
MEMBER TEXAS SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

  To the Partners of
  Copper Creek, L.P.

I have audited the accompanying balance sheets of Copper
Creek, L.P. as of December 31, 1996 and 1995, and the
related
statements of operations, partners equity (deficit) and cash
flows
or the years then ended.  These financial statements are the
responsibility of the partnership' s management.  My
responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with generally
accepted auditing standards.  Those standards require that I
plan
and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as
well as evaluating the overall financial statement
presentation.
I believe that my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position
of Copper Creek, L.P. as of December 31, 1996 and 1995, and
the results of its operations, changes in partners I equity
(deficit)
and cash f lows f or the years then ended in conformity with
generally accepted accounting principles.

My audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplemental information on page I-17 is presented for
purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected
to the
auditing procedures applied in the audit of the basic
financial
statements and, in my opinion, is fairly stated in all
material
respects in relation to the basic financial statements taken
as a
whole.

  Fort Worth, Texas
  March 21, 1997










































Clifton Gunderson L.L.C.
Certified Public Accountants & Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Coronado Housing Limited Partnership

We have audited the accompanying balance sheets of Coronado
Housing Limited Partnership as of December 31, 1996 and 1995
and the related statements of operations, partners' equity,
and
cash flows for the years then ended.  These financial
statements
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted
auditing standards.  Those standards require that we plan
and
perform the audit to obtain reasonable assurance about
whether the
financial statements are free of material misstatement.  An
audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An
audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating
the overall financial statement presentation.  We believe
that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Coronado Housing Limited Partnership as of December 31, 1996
and
1995 and the results of its operations and its cash flows
for the
years then ended in conformity with generally accepted
accounting
principles.

Our audits were made for the purpose of forming an opinion
on the
basic financial statements taken as a whole.  The
accompanying
supplemental information is presented for purposes of
additional
analysis and is not a required part of the basic financial
statements.  The accompanying supplemental information for
the
years ended December 31, 1996 and 1995 has been subjected to
the
auditing procedures applied in the audit of the basic
financial
statements and, in our opinion, is fairly stated in all
material
respects in relation to the basic financial statements taken
as a
whole.

Tucson, Arizona
February 4, 1997

Members of Nexia International
American Institute Of Certified Public Accountants
Arizona  Colorado   Illinois Indiana Iowa  Maryland
Missouri Ohio
Texas  Virginia Wisconsin
Kay L. Bowen & Associates
Certified Public Accountant, P.C.
Phone (801) 627-0825  Fax (801) 627-0829
3710 Quincy Avenue
Ogden, Utah 84403

Kay L. Bowen, President      Shari B. Johnson, CPA
Member of the American Institute of Certified Public
Accountants

INDEPENDENT AUDITOR?S REPORT

We have audited the accompanying balance sheet of Franklin
School
Associates, as of December 31, 1996 and 1995, and the
related
statements of income and cash flows and change an partners'
equity
for the years then ended.  These financial statements are
the
responsibility of the project's management. Our
responsibility is
to express an opinion on these financial statements based on
our
audit.

We conducted our audit in accordance with generally accepted
auditing standards and Government Auditing Standards, issued
by
the Comptroller General of the States.  Those standards
require
that we plan and perform the audit to obtain reasonable
assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as
well as evaluating the overall financial statement
presentation.
We believe that our audit provides reasonable basis for our
opinion.

In our opinion, the financial statements referred to present
fairly, in all material respects, the financial position of
Franklin School Apartments, as of December 31, 1996 and
1995, and
the results of its operations, change in partners' equity,
and
cash flows for the years then ended in conformity with
generally
accepted accounting principles.

In accordance with Government Auditing Standards and the
Consolidated Audit Guide for Audits of HUD Programs issued
by the
U.S. Department of Housing and Urban Development, we have
also
issued a report dated March 5, 1997, on our consideration of
Franklin School Associate's internal control structure, and
reports dated March 5, 1997, on its compliance with specific
requirements applicable to non-major HUD programs and
specific
requirements applicable to Affirmative Fair Housing.

Ogden, Utah
March 5, 1997

Kay L. Bowen, CPA, President
Kay L. Bowen & Associates, P.C.
Federal I.D. #87-0448933

TAMA AND BUDAJ, P.C.
Certified Public Accountants
32783 Middlebelt Road
Farmington Hills, Michigan 48334-1726
(810) 626-3800  Fax (810) 626-2276

ELY TAMA, CPA          JEFFREY F. BUDAJ. CPA
BARTON A. LOWEN, CPA   EMIL A. RAAB, CPA
DIANE L. ISAACS, CPA   JOHN W. WEIPERT, CPA
SEAN M. DONOVAN, CPA
American, Michigan, Florida & South Carolina Institutes of
CPAs

INDEPENDENT AUDITOR'S REPORT

To the Partners of
The Harbor View Group, Ltd.

We have audited the accompanying balance sheet of THE HARBOR
VIEW
GROUP, LTD. as of December 31, 1996 and 1995, and the
related
statements of operations, changes in partners' equity
(deficit)
and cash flows for the years then ended.  These financial
statements are the responsibility of the general partner and
management of the partnership.     Our responsibility is to
express an opinion on these financial statements based on
our
audits.

We conducted our audits in accordance with generally
accepted
auditing standards and Government Auditing Standards issued
by the
Comptroller General of the United States.  Those standards
require
that we plan and perform the audit to obtain reasonable
assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as
well as evaluating the overall financial statement
presentation.
We believe that our audits provide a reasonable basis for
our
opinion.

In our opinion, the financial statements referred to above
present
fairly in all material respects, the financial position of
THE
HARBOR VIEW GROUP, LTD., as of December 31, 1996 and 1995,
and the
results of its operations and its cash flows for the years
then
ended in conformity with generally accepted accounting
principles.

Our audits were conducted for the purpose of forming an
opinion on
the basic financial statements taken as a whole.  The
accompanying
information listed in the table of contents is presented for
the
purpose of p additional analysis and is not a required part
of the

basic financial statements.  This accompanying information
is the
responsibility of the partnership's management.  Such
information,
except for the portion marked "unaudited" on which we
express no

opinion, has been subjected to the auditing procedures
applied in our audit of the basic financial statements and,
in our opinion,
is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.

TAMA AND BUDAJ, P.C.

Farmington Hills, Michigan   January 31, 1997
James L. Caughren
Certified Public Accountant
P.O. Box 36014
Albuquerque, NM 87176


Report of Independent Certified Public Accountants




To the Partners
Hilltop Apartments Limited Partnership

We have audited the balance sheet of Hilltop Apartments
Limited
Partnership (a New Mexico limited partnership) as of
December 31,
1996 and 1995, and the related statements of operations,
partners
I capital, and cash f lows f or the years then ended.  All
information included in these financial statements is the
responsibility of the Company's management. Our
responsibility is
to express an opinion on the financial statements based on
our
audits.

We conducted our audits in accordance with generally
accepted
auditing standards and Government Auditing Standards, issued
by
the Comptroller General of the United States, and the U.S.
Department of Agriculture, Farmers Home Administration Audit
Program.  Those standards Require that we plan and perform
the
audit to obtain reasonable assurance about whether the
financial
statements are free of material misstatement.  An audit
includes
examining, on a test basis, evidence supporting the amounts
and
disclosures in the financial statements.  An audit also
includes
assessing the accounting principles used and significant
estimates
made by management, as well as evaluating the overall
financial
statement presentation.  We believe that our audits provides
a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Hilltop Apartments Limited Partnership as of December 31,
1996 and
1995, and the results of its operations and cash flows for
the
years then ended, in conformity with generally accepted
accounting
principles.

In accordance with Government Auditing Standards, we have
also
issued our reports dated May 30, 1997 on our consideration
of
Hilltop Apartments Limited Partnership internal control and
on its
compliance with laws and regulations.




May 30, 1997


MUELLER, WALLA & ALBERTSON, P.C.
Certified Public Accountants
10714 Manchester Road
Suite 202
Kirkwood, Missouri 63122
(314) 822-6575

INDEPENDENT AUDITORS' REPORT

The Partners
Licking Associates II, L.P.
Licking, Missouri

We have audited the accompanying balance sheets of Licking
Associates II, L.P. (a limited partnership) as of December
31,
1996 and 1995, and the related statements of operations,
partners'
capital and cash flows for the years then ended.  These
financial
statements are the responsibility of the partnership's
management.
Our responsibility is to express an opinion on these
financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted
auditing standards.  Those standards require that we plan
and
perform the audit to obtain reasonable assurance about
whether the
financial statements are free of material misstatement.  An
audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An
audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating
the overall financial statement presentation.  We believe
that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Licking Associates II, L.P. as of December 31, 1996 and
1995, and
the results of its operations, changes in partners' capital
and
cash flows for the years then ended in conformity with
generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion
on the
basic financial statements taken as a whole.  The
supplemental
information included on page 12 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected
to the
auditing procedures applied in the audits of the basic
financial
statements and, in our opinion, is fairly stated, in all
material
respects, in relation to the basic financial statements
taken as a
whole.

Mueller, Walla & Albertson, P.C.
Certified Public Accountants

January 16, 1997

Burke & Rea
Edward T. Burke, C.P.A
Bernard E. Rea,  C.P.A

To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California

We have audited the accompanying balance sheets of Maidu
Properties (A California Limited Partnership), as of
December 31,
1996 and 1995 and the related statements of income,
partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis of our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Maidu Properties  (A California Limited
Partnership) as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplementary information for the years ended December 31,
1996 and 1995, on pages 13 and 14, is presented for purposes
of additional analysis and is not a required part of the
basic financial statements.  Such information has been
subjected to the audit procedures applied in the audits of
the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

Burke & Rea

Stockton, California
April 4, 1997
P.O. Box 4632  Stockton, CA  95204  Telephone 209/933-9113
Fax 209/933-9115



FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone:(912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Manning Properties Limited Partnership


We have audited the accompanying balance sheets of Manning
Properties Limited Partnership (a Georgia Limited
Partnership) as
of December 31, 1996 and the related statements of
operations,
partners equity (deficit) and cash flows for the year then
ended.
These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express
an
opinion on these financial statements based on our audits.

The financial statement information for the year ending
December
31, 1995 was audited by another independent certified public
accountant who expressed and unqualified opinion dated March
16,
1996.

We conducted our audit in accordance with generally accepted
auditing standards.      Those standards require that we
plan and
perform the audit to obtain reasonable assurance about
whether the
financial statements are free of material misstatement.  An
audit
includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the
overall
financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Manning Properties Limited Partnership (a Georgia Limited
Partnership) as of December 31, 1996 and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997
Charles Bailly & Company P.L.L.P.
Certified Public Accountants Consultants

INDEPENDENT AUDITOR?S REPORT

The Partners
RPI Limited Partnership #18
St. Paul, Minnesota

We have audited the accompanying balance sheets of RPI
Limited
Partnership #18, FmHA Project Number: 18-18-411649005, as of
December 31, 1996 and 1995, and the related statements of
operations, partners' equity and cash flows for the years
then
ended.  These financial statements are the responsibility of
the
Partnership's management.  Our responsibility is to express
an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally
accepted
auditing standards and Government Auditing Standards issued
by the
Comptroller General of the United states.  Those standards
require
that we plan and perform the audit to obtain reasonable
assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates-made by
management, as
well as evaluating the overall financial statement
presentation.
We believe that our audits provide a reasonable basis for
our
opinion.

In our opinion the financial statements referred to above
present
fairly, in all material respects, the financial position of
RPI
Limited Partnership #18 as of December 31, 1996 and 1995,
and the
results of its operations and its cash flows for the years
then
ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have
also
issued a report dated February 12, 1997 on our consideration
of
RPI Limited Partnership #18?s internal control structure and
a
report dated February 12, 1997 on its compliance with laws
and
regulations.


Fargo, North Dakota
February 12, 1997
GWEN WARD, P.C.
CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH  TEXAS 76107
(817) 336-5880

MEMBER                          MEMBER
AMERICAN INSTITUTE OF             TEXAS SOCIETY OF CERTIFIED
CERTIFIED PUBLIC ACCOUNTANTS      PUBLIC ACCOUNTANTS



Independent Auditor's Report
  
To the Partners of
Sierra Springs, L.P.

I have audited the accompanying balance sheets of Sierra
Springs, L.P. as of December 31, 1996 and 1995, and the
related
statements of operations, partners, equity (deficit) and
cash
flows for the years then ended.  These financial statements
are
the responsibility of the partnership's management.  My
responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with generally
accepted auditing standards.  Those standards require that I
plan
and perform the audit to obtain reasonable assurance about
whether
the financial statements are free of material misstatement.
An
audit includes examining, on a test basis, evidence
supporting the
amounts and disclosures in the financial statements.  An
audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating
the overall financial statement presentation.  I believe
that my
audits provide a reasonable basis for my opinion.

In my opinion, the financial statements ref erred to above
present fairly, in all material respects, the financial
position
of Sierra Springs, L.P. as of December 31, 1996 and 1995,
and the
results of its operations, changes in partners' equity
(deficit)
and cash flows for the years then ended in conformity with
generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on
the
basic financial statements taken as a whole.  The
supplemental
information on pages I-17 and I-18 is presented for purposes
of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected
to the
auditing procedures applied in the audit of the basic
financial
statements and, in my opinion, is fairly stated in all
material
respects in relation to the basic financial statements taken
as a
whole.
Fort Worth, Texas                       March 24, 1997

Thompson, Derrig & Slovacek
A Professional Corporation of Certified Public Accountants
4500 Carter Creek Parkway Suite 201
Bryan, Texas 77802-4456
(409)260-9696 - FAX (409)260-9683

Woody Thompson, CPA/CFP  Andrea Derrig, CPA   Ed Slovacek,
CPA/CFP
Sharla Akin, CPA      Alline Briers, CPA
Gay Vick Craig, CPA   Ronnie Craig, CPA
Alice Monroe, CPA     Marian Rose Varisco, CPA

INDEPENDENT AUDITORS' REPORT

February 26, 1997

To the Partners
South Fork Heights Limited Partnership

We have audited the accompanying balance sheets of South
Fork
Heights Limited Partnership (a Colorado limited
partnership), as
of December 31, 1996 and 1995 and the related statements of
operations, partners' equity (deficit) and cash flows for
the
years then ended.  These financial statements are the
responsibility of the partnership management.  Our
responsibility
is to express an opinion on these financial statements based
on
our audits.

We conducted our audits in accordance with generally
accepted
auditing standards and Government Auditing Standards issued
by the
Comptroller General of the United States.  Those standards
require
that we plan, and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
"Material misstatement.  An audit includes examining, on a
test
basis, evidence supporting the amounts and disclosures in
the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement
presentation.  We believe that our audit provides a
reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
South
Fork Heights Limited Partnership as of December 31, 1996 and
1995
and the results of its operations and its cash flows for the
years
then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion
on the
basic financial statements taken as a whole.  The
supplemental
information on pages 16 through 27 is presented for purposes
of
additional analysis and is not a required part of the basic
financial statements.  The supplementary information
presented
in the Year End Report/Analysis (Form FmHA 1930-8) Parts I
through
III and Project Budget(Form FmHA 1930-7) for year ended
December 31, 1996, is presented for purposes of complying
with the
requirements of the Farmers Home Administration and is also
not a
required part of the basic financial statements.  Such
information
has been subjected to the audit procedures applied in the
audit of
the basic financial statements and, in our opinion, is
fairly
stated in all material respects in relation to the basic
financial
statements taken as a whole.

Thompson, Derrig & Slovacek, P.C.
Certified Public Accountants
Smith, Miles & Company, L.C.
1230 Airport Road
P.O. BOX 1177
PANAMA City, Florida 32402
Phone:(904) 785-0261    Fax:(904) 795-0263

INDEPENDENT AUDITORS' REPORT

To the Partners
Wildridge Apartments, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Wildridge
Apartments, Ltd., Project No: 11-51-592863964, as of
December 31,
1996 and 1995, and the :related statements of operations,
partners, equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of
the
partnership's management.  Our responsibility is to express
an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally
accepted
auditing standards and Government Auditing Standards issued
by the
Comptroller General of the United States.  Those standards
require
that we plan and perform the audit to obtain reasonable
assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial
statements.  An audit also Includes assessing the accounting
principles used and significant estimates made by
management, as
well as evaluating the overall financial statement
presentation.
We believe that our audits provide a reasonable basis for
our
opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Wildridge Apartments, Ltd., as of December 31, 1996 and
1995, and
the results of Its operations and Its cash flows for the
years
then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion
on the
basic financial statements taken as a whole.  The
supplementary
information is presented for purposes of additional analysis
and
is not a required part of the basic financial statements.
Such
information has been subjected to the audit procedures
applied in
the audit of the basic financial statements and, In our
opinion,
is fairly stated in all material respects in relation to the
basic
financial statements taken as a whole.


Panama City, Florida
January 30, 1997
McGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Academy Hill Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Academy
Hill
Limited Partnership as of December 31, 1995 and 1994, and
the
related statements of income, partners' equity, and cash
flows for
the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted
auditing standards and Government Auditing Standards, issued
by
the Comptroller General of the United States.  Those
standards
 require that we plan and perform the audit to obtain
reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes e g, on a test
basis,
evidence supporting the amounts and disclosures in the
financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as
well as evaluating the overall financial statement
presentation.
We believe that our audits provide a reasonable basis for
our
opinion.

In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
Academy Hill Limited Partnership as of December 31, 1995 and
1994,
and the results of its operations and its cash flows for the
years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have
also
issued a report dated January 23, 1996 on our consideration
of
Academy Hill Limited Partnership's internal control
structure and
a report dated January 23, 1996 on its compliance with laws
and
regulations.





Greensboro, North Carolina
January 23, 1996





FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Bowman Village Limited Partnership

We have audited the accompanying balance sheets of Bowman
Village Limited Partnership (a Georgia Limited Partnership)
as of December 31, 1996 and the related statements of
operations, partners' equity (deficit) and cash flows for
the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to ex an opinion on these financial
statements based on our audits.

The financial statement information for the year ending
December 31, 1995 was audited by another independent
certified public accountant who expressed and unqualified
opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Bowman Village Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results
of its operations and its cash flows for the year then ended
in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997
GWEN WARD, P.C.

CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH TEXAS 76107
(817) 336-5880

MEMBER
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

MEMBER
TEXAS SOCIETY OF
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report
To the Partners of
Cananche Creek, L.P.

I have audited the accompanying balance sheets of Cananche
Creek, L.P., as of December 31, 1996 and 1995, and the
related statements of operations, partners, equity (deficit)
and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's
management.  My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits in accordance with generally accepted
auditing standards.  Those standards require that I plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Cananche Creek, L.P., as of December 31, 1996
and 1995, and the results of its operations, changes in
partners' equity (deficit) and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on page I-17 is presented for
purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion,
is
fairly stated in all material in relation to the basic
financial statements taken as a whole.

Fort Worth, Texas
March 21, 1997

STEWART AND KERR, PA
Certified Public Accountants
6817 Falls of Neuse Road, Suite 106
Raleigh, North Carolina 27615
(919) 676-3115   Fax: (919)676-3866

Robert E. Stewart        Duncan J. Kerr
Jayne D. Jungen          Stanley I. Hofmeister
American Institute of CPAs - North Carolina Association of
CPAs

INDEPENDENT AUDITORS REPORT

To the Partners of Partners
Hunters Park Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Hunters
Park Limited Partnership, as of December 31, 1996 and 1995
and the related statements of operations, partners' equity,
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Hunters Park Limited Partnership as of December
31, 1996 and 1995, and the results of its operations and its
cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated January 17, 1997 on our
consideration of Hunters Park Limited Partnership's internal
control structure and a report dated January 17, 1997 on its
compliance with laws and regulations.

Our audits were conducted for the purpose of forming an
opinion on the 1996 and 1995 financial statements taken as a
whole.  The accompanying information on pages 11-12 is
presented for the purpose of additional analysis and is not
a required part of the financial statements of Hunters Park
Limited Partnership.  Such information has been subjected to
the auditing procedures applied in the audit of the
financial statements and, in our opinion, is fairly
presented in all material respects in relation to the
financial statements taken as a whole.
Raleigh, North Carolina
January 17, 1997
SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
1230 AIRPORT ROAD
P.O. BOX 1177
PANAMA CITY,  FLORIDA 32402
Phone:(904) 785-0261
Fax  (904) 785-0263


INDEPENDENT AUDITORS' REPORT

To the Partner's
Lakeridge Apartments of Eufaula, Ltd.
Panama City, Florida


We have audited the accompanying balance sheets of Lakeridge
Apartments of Eufaula, Ltd., Project No: 01-0030592933800,
as of December 31, 1996 and 1995, and the related statements
of operations, partnership equity (deficit) and cash flows
for the years then ended.  These financial statements axe
the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits In accordance with generally
accepted auditing standards and Government Auditing
Standards Issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit Includes mining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also Includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

In  our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Lakeridge Apartments of Eufala, Ltd. as of
December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
Conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion
on
the basic financial statements taken as a whole.  The
supplementary information presented for purposes of
      additional
analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the
      account
procedures applied In the audit of the basic financial
      statements
and, In our opinion, is fairly stated in all material
      respects in
relation to the basic financial statements taken as a whole.

Panama City, Florida
February 7, 1997



FLOYD & COMPANY
Certified Public Accountant

306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Laurel Village Limited Partnership

We have audited the accompanying balance sheets of Laurel
Village Limited Partnership (a Georgia Limited Partnership)
as of December 31, 1996 and the related statements of
operations, partners' equity (deficit) and cash flows for
the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

The financial statement information for the year ending
December 31, 1995 was audited by another independent
certified public accountant who expressed and unqualified
opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Laurel Village Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results
of its operations and its cash flows for the year then ended
in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997
McGEE & Associates, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Los Caballos II, Ltd.
and Rural Housing Service

We have audited the accompanying balance sheets of Los
Caballos II, Ltd. (a limited partnership) as of December 31,
1996 and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards, issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Los Caballos II, Ltd. as of December 31, 1 996
and 1 995, and the results of its operations, changes in
partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards we have
also issued a report dated January 17, 1997, on our
consideration of the Partnership's internal control
structure and a report dated January 17, 1997, on its
compliance with laws and regulations.

Our audits were conducted for the purpose of forming an
opinion on the financial statements taken as a whole.  The
supplemental information included in the report is presented
for purposes of additional analysis and is not a required
part of the financial statements of Los Caballos II, Ltd.
Such information has been subjected to the auditing
procedures applied in the audits of the financial statements
and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a
whole.

January 17, 1997
Farmington, New Mexico

Burke & Rea
Edward T. Burke, C.P.A
Bernard E. Rea,  C.P.A


To the Partners
Nye County Associates
(A California Limited Partnership)
Cheyenne, WY


We have audited the accompanying balance sheets of Nye
County Associates (A California Limited Partnership),  USDA
Rural
Development Case No. 33-019-680192750, as of December 31,
1996 and 1995 and the related statements of income,
partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements
are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis of our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Nye County Associates  (A
California Limited Partnership) as of December 31, 1996 and
1995, and the results of its operations and its cash flows
for the years then ended, in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated March 25, 1997 on our
consideration of Nye County Associates' internal control
structure and a report dated March 25, 1997 on its
compliance with laws and regulations.


Burke & Rea

Stockton, California
March 25, 1997

P.O. Box 4632
Stcokton, CA  95204
Telephone 209/933-9113
Fax 209/933-9115




Charles Bailly & Company P.L.L.P.
Certified Public Accountants - Consultants

INDEPENDENT AUDITORIS REPORT


The Partners
Ridgeway Court III, A Limited Partnership
Fargo, North Dakota

We have audited the accompanying balance sheets of Ridgeway
Court III, A Limited Partnership, FmHA Project Number: 27-04-
411633960, as of December 31, 1996 and 1995, and the related
statements of operations, partners' equity (deficit) and
cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion..

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Ridgeway Court III, A Limited Partnership as of
December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.




Fargo, North Dakota
February 3, 1997

MUELLER, WALLA & ALBERTSON, PC.
Certified Public Accountants
10714 Manchester Road, Suite 202
Kirkwood, Missouri 63122
(314) 822-6575

INDEPENDENT AUDITORS' REPORT

The Partners
Scott City Associates III, L.P.
Scott City, Missouri

We have audited the accompanying balance sheets of Scott
City Associates III, L.P. (a limited partnership) as of
December 31, 1996 and 1995, and the related statements of
operations, partners' capital and cash flows for the years
then ended.  These financial statements are the
responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion'.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Scott City Associates III, L.P. as of December
31, 1996 and 1995, and the results of its operations,
changes in partners' capital and cash flows for the years
then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplemental information included on page 13 is presented
for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in
relation to the basic financial statements taken as a whole.


Mueller, Walla & Albertson, P.C.
Certified Public Accountants

January 14, 1997

Members American Institute Of Certified Public Accountants
Missouri Society Of Certified Public Accountants
GWEN WARD, P.C.

CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH TEXAS 76107
(817) 336-5880

MEMBER
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

MEMBER
TEXAS SOCIETY OF
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditor's Report

To the Partners of
Shawnee Ridge, L.P.

     I have audited the accompanying balance sheets of
Shawnee Ridge, L.P. as of December 31, 1996 and 1995, and
the related statements of operations, partners' capital and
cash flows for the years then ended.  These financial
statements are the responsibility of the partnership, s
management.  My responsibility is to express an opinion on
these financial statements based on my audits.

     I conducted my audits in accordance with generally
accepted auditing standards.  Those standards require that I
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a
reasonable basis for my opinion.

     In my opine on, the financial statements ref erred to
above present fairly, in all material respects, the
financial position of Shawnee Ridge, L.P. as of December 31,
1996 and 1995, and the results of its operations and its
cash flows for the years then ended in conformity with
generally accepted accounting principles.

     My audits were made for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental information on pages I-17 and I-18 is
presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such
information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and,
in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

March 22, 1997
Fort Worth, Texas

I-3

BENDER,WELTMAN,THOMAS & CO.
CERTIFIED PUBLIC ACCCOUNTANTS
1067 NORTH  MASON ROAD. Suite 7
St. LOUIS MO 63141-634l
(314) 576-1350
Fax (314) 576-9650

WILLIAM J. Bender
Joel Weltman
James E. Thomas
Gerald E. McGruder

Independent Auditor?s Report

To The Partners
Springfield Housing Associates, L.P.
Springfield, Illinois

We have audited the accompanying balance sheets of
Springfield Housing Associates, L.P., a (limited
partnership) as of  December 31, 1996 and 1995, and the
related statements of operations, partners, capital, and
cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership?s
management.  Our responsibility is to express an opinion on
these financial statements based an our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  These standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used, and significant estimates made
by the management, as well as evaluating the overall
financial statements presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Springfield Housing Associates, L.P. (a limited
partnership), as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.


Bender, Weltman, Thomas & Co.,  CPA?s
February 24, 1997


Members Institute of Certified Public Accountants
Missouri Society of Certified Public Accountants





FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Turner Lane Limited Partnership

We have audited the accompanying balance sheets of Turner
Lane Limited Partnership (a Georgia Limited Partnership) as
of December 31, 1996 and the related statements of
operations, partners' equity (deficit) and cash flows f or
the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

The financial statement information for the year ending
December 31, 1995 was audited by another independent
certified public accountant who expressed and unqualified
opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing standards.      Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Turner Lane Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results
of its operations and its cash flows for the year then ended
in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997
Humiston, Skokan, Warren & Eichenberger
A Professional Corporation - Certified Public Accountants
West Des Moines, Iowa

INDEPENDENT AUDITORS' REPORT

To the Partners
Union Baptist Plaza, Limited Partnership
West Des Moines, Iowa

We have audited the accompanying balance sheets of UNION
BAPTIST PLAZA, LIMITED PARTNERSHIP as of December 31, 1996
and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Union Baptist Plaza, Limited Partnership as of
December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.




January 13, 1997
SMITH, MILES & COMPANY, L.C.
Certified Public Accountants
1230 AERPORT ROAD
P.O. BOX 1177
Panama City, Florida 32402
Phone:(904) 785-0261  Fax:(904) 785-0263

INDEPENDENT AUDITORS' REPORT

To the Partners
Villas of Lakeridge, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Villas of
Lakeridge, Ltd., FMHA Project No: 01-0030592930819, as of
December 31, 1996 and 1995, and the related statements of
operations, partners' equity (deficit) and cash flows for
the years then ended.  These financial statements are the
responsibility of the partnership I s management. our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements ref erred to above
present fairly, in all material respects, the financial
position of Villas of Lakeridge, Ltd., as of December 31,
1996 and 1995, and the results of its operations and its
cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplementary information is presented for purposes of
additional analysis and is .not a required part of the basic
financial statements.  Such information has been subjected
to the audit procedures applied in the audit of the basic'
financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.



Panama City, Florida
February 7, 1997
YORK, DILLINGHAM & COMPANY, P.L.L.C.
Certified Public Accountants
P.0. Box 551
1708 Alpine Drive
Columbia, Tennessee 38402-0551
Telephone (615) 388-0517   Fax (615) 381-3440
Branch Offices:
219 N Military Ave. Lawrenceburg, TN   (615) 762-6877
147 Linden Hwy. Centerville, TN  (615) 729-3229
120 N. Second St. Pulaski, TN  (615) 424-9063

Larry W. York      John M. Dillingham
Members: American Institute Of CPAs - Tennessee Society Of
CPAs

INDEPENDENT AUDITORS' REPORT

To the Partners
Waynesboro Associates, Limited

We have audited the accompanying balance sheets of
Waynesboro Associates, Limited (a Tennessee limited
partnership) d/b/a Waynesboro Village Apartments, FMHA
Project No. : 48-091-621385326, as of December 31, 1996 and
1995, and the related statements of operations, partners'
equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards, issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Waynesboro Associates, Limited (a Tennessee
limited partnership) d/b/a Waynesboro Village Apartments,
FMHA Project No.: 48-091-621385326, as of December 31, 1996
and 1995, and the results of its operations, the changes in
partners' equity and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated February 7, 1997 on our
consideration of Waynesboro Associates, Limited's internal
control structure and a report dated February 7, 1997 on its
compliance with laws and regulations.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplemental information on page 11 is presented for
purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has
been subjected to the audit procedures applied in the audits
of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.



Columbia, Tennessee
February 7, 1997
DIXON, ODOM & CO., L.L.P
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Rockmoor Associates of Banner Elk
Raleigh, North Carolina

We have audited the accompanying balance sheets of Rockmoor
Associates of Banner Elk (a limited partnership) as of
December 31, 1995 and 1994 and the related statements of
operations, partners' equity, and cash flows for the years
then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Rockmoor Associates of Banner Elk as of December
31, 1995 and 1994 and the results of its operations and its
cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplementary information on page 11 is presented for
purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has
been subjected to the audit procedures applied in the audits
of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as whole.




January 23, 1996

A member of Moores Rowland International
An association of independent accounting firms throughout
the world

1829 Eastchester Drive   P.O. Box 2646     High Point, NC
27261-2646
910-889-5156   Fax 910-889-6168
Casey, Menden & Co., P.A.
Certified Public Accountants
8000 Town Line Avenue South, Suite 202
Bloomington, Minnesota 55438-1000
(612) 946-7900    Fax (612) 946-7901

Michael A. Casey, C.P.A.      John F. Menden, C.P.A.
Douglas J. Faust, C.P.A.      John C. Nelson, C.P.A.
Donald G. Langewisch, C.P.A.  Janet E. Casey
Paula M. Meidl                Stephen J. Devries
Debra K. Campbell             Michael A. Casey, Jr.
Jennifer A. Caspers
Minnesota Society of CPAs - American Institute of CPAs

INDEPENDENT AUDITOR?S REPORT

To the Partners
RPI Limited Partnership #22
St. Paul, Minnesota

We have audited the accompanying balance sheets of RPI
Limited Partnership #22 as of December 31, 1995 and 1994,
and the related statements of operations, partners, equity
(deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the
Partnership's management. our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards, Government Auditing Standards,
issued by the Comptroller General of the United States and
OMB Circular A-128, "Audits of State and Local Governments.?
Those standards and OMB Circular A-128 require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of RPI Limited Partnership #22 as of December 31,
1995 and 1994, and the results of its operations, changes in
partners I equity (deficit) and cash flows for the years
then ended in conformity with generally accepted accounting
principles.

The supplemental information on pages 10 through 17 is not a
required part of the basic financial statements of RPI
Limited Partnership #22 but is supplemental information
required by the Minnesota Housing Finance Administration.
We have applied certain limited procedures, which consisted
principally of inquiries of partnership management regarding
the methods of measurement and presentation of the
supplemental information.  However, we did not audit the
supplemental information and express no opinion on it.

January 19, 1996
Oscar N. Harris & Associates, P.A.
Certified Public Accountants

OSCAR N. HARRIS, C.P.A.      SHERRY S. JOHNSON, C.P.A.
KENNETH E. MILTON, C.P.A.   CONNIE P. STANCIL, C.P.A.
MEMBERS: American Institute of CPAs - North Carolina
Association of CPAs

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Brantwood Lane Limited Partnership
Charlotte, North Carolina

We have audited the balance sheets of Brantwood Lane Limited
Partnership as of December 31, 1996 and 1995, and the
related statements of partners' capital, income, and cash
flows for the years then ended.  These financial statements
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards, and Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Brantwood Lane Limited Partnership as of
December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards we have
also issued a report dated January 31, 1997 on our
consideration of Brantwood Lane Limited Partnership's
internal control structure and a report dated January 31,
1997 on its compliance with laws and regulations.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.
Schedules 1, 2, 3, and 4 on pages 13, 14, 15, and 16 are
presented for purposes of additional analysis and are not a
required part of the basic financial statements.  Such
information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

Certified Public Accountants

January 31, 1997
100 EAST CUMBERLAND STREET, P.O. BOX 578,   DUNN, N.C. 28335
(910) 892-1021   FAX (910) 892-6084
CRISP HUGHES & CO., L.L.P
Certified Public Accountants and Consultants

INDEPENDENT AUDITORS' REPORT

To The Partners
Breckenridge Apartments, Limited Partnership

We have audited the accompanying balance sheets of
Breckenridge Apartments, Limited Partnership as of December
31, 1996 and 1995, and the related statements of operations,
changes in partners' capital (deficit) and cash flows for
the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with gene rally
accepted auditing standards, and with Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Breckenridge Apartments, Limited Partnership as
of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated February 11, 1997 on our
consideration of Breckenridge Apartments, Limited
Partnership's internal control structure and a report dated
February 11, 1997 on its compliance with laws and
regulations.


February 11, 1997




1 Creekview Court   P.O. Box 25849    Greenville, South
Carolina 29616
(864) 288-5544 FAX (864) 458-8519
Other Offices.- Asheville, Boone, Burnsville, Charlotte,
Durham, Sylva, NC

Member of The American Institute of CPAs, The Continental
Association of CPA Firms, Inc., The Intercontinental
Accounting Associates and The North Carolina and South
Carolina of CPAs

SADLER & LEBOWITZ

Certified Public Accountants
3000 Marcus Avenue
Lake Success, N.Y. 11042

516-352-0400
Fax 516-352-0494



MEMBERS
-------
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

NEW YORK SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

Robert B. Lebowitz, CPA

Melvin R. Sadler, CPA



INDEPENDENT AUDITORS' REPORT
----------------------------

To the Partners
Bridge Coalition Limited Partnership

We have audited the balance sheet of Bridge Coalition

Limited Partnership as

of December 31, 1995 and 1994, and the related statements of

operations, partners' equity and cash flows for the year

then ended.  These financial statements are the

responsibility of the Partnership's management.  Our

responsibility is to express an opinion on these financial

statements based on our audit.

We conducted our audit in accordance with generally accepted

auditing standards.  Those standards require that we plan

and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material

misstatement.  An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the

financial statements.  An audit also includes assessing the

accounting principles used and significant estimates made by

management, as well as evaluating the overall financial

statement presentation.  We believe that our audit provides

a reasonable basis for our opinion.



In  our opinion, the financial statements referred to  above

present  fairly  in  all  material respects,  the  financial

position  of  Bridge  Coalition Limited  Partnership  as  of

December 31, 1995 and 1994 and the results of its operations

and  its  cash  flows for the year then ended in  conformity

with generally accepted accounting principles.



Lake Success, New York

May 1, 1996




























GRAHAM & JENNINGS, PLC
Certified Public Accountants

Harold D. Carter (1931-1993)  Jack G. Jennings
Walter H. Graham              Michael J. Carter

INDEPENDENT AUDITOR?S REPORT

To the Partners
Carriage Run Limited Partnership

We have audited the accompanying balance sheets of Carriage
Run Limited Partnership (a Virginia limited partnership),
FmHA Project No.: 54-049-621449686, as of December 31, 1996
and 1995, and the related statements of operations,
partners' equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of
the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards, issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Carriage Run Limited Partnership, FmHA Project
No.: 54-049621449686, as of December 31, 1996 and 1995, and
the results of its operations, the changes in partners'
equity (deficit) and cash flows for the years then ended in
conformity with generally accepted accounting principles.

As described in Note G, Carriage Run Limited Partnership is
a defendant in a wrongful death action alleging negligence
and claiming compensatory and punitive damages.  The
ultimate outcome of the lawsuit is not presently
determinable.  Accordingly, no provision for liability, if
any, has been made in the financial statements.

Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on pages 12 and 13 is presented for
purposes of additional analysis and is not a required part
of the basic
financial statements.  Such information has been subjected
to the

auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.

February  1997
601 Thimble Shoals Boulevard Suite 201 Newport News,
Virginia 23606
(757) 873-0767    Fax (757) 873-6938
DIXON, ODOM & CO., L.L.P
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Cedarwood Apartments Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Cedarwood
Apartments Limited Partnership as of December 31, 1996 and
1995 and the related statements of operations, partners'
equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Cedarwood Apartments Limited Partnership as of
December 31, 1996 and 1995 and the results of its operations
and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated January 22, 1997 on our
consideration of Cedarwood Apartments Limited Partnership's
internal control structure and a report dated January 22,
1997 on its compliance with laws and regulations.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplementary information on pages 10 and 11 is presented
for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information
has been subjected to the audit procedures applied in the
audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

January 22, 1997
A member of Moores Rowland International
An Association of independent accounting firms throughout
the world

1829 Eastchester Drive P.O. Box 2646 High Point, NC 27261-
2646
910-889-5156    Fax 910-889-6168
LAURIE A. LEE
Certified Public Accountant
5446 Birchbrook Court
Las Vegas, Nevada 89120
Telephone:(702) 456-2162

INDEPENDENT AUDITOR?S REPORT

To the Partners of
Chaparral Associates:

I have audited the balance sheets of Chaparral Associates, a
Limited Partnership (the "Partnership") as of December 31,
1996 and 1995, and the related statements of operations,
partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted
auditing standards and Government Auditing standards issued
by the Comptroller General of the United States, and the US
Department of Agriculture, Farmers Home Administration Audit
Program.  Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of the Partnership as of December 31, 1996 and
1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, I have
also issued our reports dated February 14, 1997 on my
consideration of the Partnership's internal control and on
its compliance with laws and regulations.

The accompanying supplementary information (beginning on
page 10) is presented for purposes of additional analysis
and is not a required part of the basic financial
statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in
all material respects in relation to the financial
statements taken as a whole.

February 14, 1997
Member: American Institute Of CPAs - Nevada Society Of CPAs

CRISP HUGHES & CO., L.L.P.

INDEPENDENT AUDITORS' REPORT

To The Partners
Devenwood Apartments, A Limited Partnership

We have audited the accompanying balance sheets of Devenwood
Apartments, A Limited Partnership as of December 31, 1996
and 1995, and the related statements of operations, changes
m partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted' auditing standards, and with Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the account'
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Devenwood Apartments, A Limited Partnership as
of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated February 11, 1997 on our
consideration of Devenwood Apartments, A Limited
Partnership's internal control structure and a report dated
February 11, 1997 on its compliance with laws and
regulations.


February 11, 1997




1 Creekview Court   P.O. Box 25949  Greenville, South
Carolina 29616
(864) 288-5544 FAX (864) 458-8519
Other Offices.  Asheville, Boone, Burnsville, Charlotte,
Durham, Sylva, NC

Member of: The American Institute of CPAs, The Continental
Association of CPA Firms, Inc. - The Intercontinental
Accounting Associates and The North Carolina and South
Carolina Associates of CPAs
McGEE & Associates, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Franklin Vista 111, Ltd.
and Rural Housing Service

We have audited the accompanying balance sheets of Franklin
Vista, III, Ltd. (a limited partnership) as of December 31,
1996 and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards, issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Franklin Vista III, Ltd. as of December 31, 1996
and 1995, and the results of its operations, changes in
partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards we have
also issued a report dated January 17, 1997, on our
consideration of the Partnership's internal control
structure and a report dated January 17, 1997, on its
compliance with laws and regulations.

Our audits were conducted for the purpose of forming an
opinion on the financial statements taken as a whole.  The
supplemental information included in the report is presented
for purposes of additional analysis and is not a required
part of the financial statements of Franklin Vista III, Ltd.
Such information has been subjected to the auditing
procedures applied in the audit of the financial statements
and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a
whole.



January 17, 1997
Farmington, New Mexico
FLOYD & COMPANY, CPA
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone: (912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Four Oaks Limited Partnership

We have audited the accompanying balance sheets of Four Oaks
Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1996 and the related statements of operations,
partners' equity (deficit) and cash flows for the year then
ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on
our audits.

The financial statement information for the year ending
December 31, 1995 was audited by another independent
certified public accountant who expressed and unqualified
opinion dated March l6, 1996.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan
and perform -the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Four Oaks Limited Partnership (a Georgia Limited
Partnership) as of December 31, 1996 and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA



February 28, 1997
REGARDIE, BROOKS & LEWIS
Certified Public Accountants
JEROME P. LEWIS, CPA
JESSE A. KAISER, CPA
CHARTERED NATHAN J. ROSEN, CPA
PAUL J. GNATT, CPA
CELSO T MATAAC, JR., CPA
PHILIP R. BAKER. CPA
7101 WISCONSIN AVENUE - BETHESDA, MARYLAND 20814
DOUGLAS A. DOWUNG, CPA
TEL (301) 654-9000
FAX (301) 656-3056
BRIAN J. GIGANTI, CPA
DAVID A. BROOKS, CPA
CONSULTANT
BENJAMIN F. REGARDIE
(1897-1973)
February 21, 1997
INDEPENDENT AUDITOR'S REPORT
To the Partners
Friendship Village Limited Partnership
Bethesda, Maryland

   We have audited the accompanying balance sheets of
Friendship Village Limited Partnership as of December 31,
1996 and 1995, and the related statements of income,
partnership equity and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our
audits.

   We conducted our audits in accordance with generally
accepted auditing standards, Government Auditing Standards
issued by the Comptroller General of the United States and
the U.S. Department of Agriculture, Farmers Home
Administration Audit Program handbook, dated December 1989.
Those standards require that we plan and perform the audit-
to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit
includes examining, on a test- basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

   In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Friendship village Limited Partnership
as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the' years then ended in
conformity with generally accepted accounting principles.

   In accordance with Government Auditing Standards, we have
also issued our reports dated February 21, 1997 on our
consideration of Friendship Village Limited Partnership's
internal control structure and on its compliance with laws
and regulations.




















































NOVOGRADAC
& COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS


Report of Independent Auditors

To the General Partner
Glenhaven Park Partners, A California Limited Partnership

We have audited the accompanying balance sheet of Glenhaven
Park Partners, A California Limited Partnership as of
December 31, 1995, and the related statements of operations,
changes in partners' capital and cash flows for the year
then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement, An audit includes ex g, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Glenhaven Park Partners, A California Limited
Partnership as of December 3 1, 1995, and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


February 16, 1996



42 Market Street  7th Floor  San Francisco  California
94105
Telephone (415) 356-8000  Facsimile (415) 356-8001











Certified Public Accountants
FLOYD & COMPANY, CPA
Certified Public Accountant
306 Commercial Ave, Suite 202
Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT


To the General Partners of
Hillmont Village Limited Partnership

We have audited the accompanying balance sheets of Hillmont
Village Limited Partnership (a Georgia Limited Partnership)
as of December 31, 1996 and the related statements of
operations, partners' equity (deficit) and cash flows for
the year then ended. These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

The financial statement information for the year ending
December 31, 1995 was audited by another independent
certified public accountant who expressed and unqualified
opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Hillmont Village Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results
of its operations and its cash flows for the year then ended
in conformity with generally accepted accounting principles.


Floyd & Company, CPA



February 28, 1997

Schonwit & Associates
Certified Public Accountant
5 Anton Boulevard, Suite 500
Costa Mesa, California 92626
(714) 437-1025   FAX (714) 957-1678

INDEPENDENT AUDITOR'S REPORT

To the Partners
La Gema Del Barrio, A California Limited Partnership

I have audited the accompanying balance sheet of La Gema Del
Barrio, A California Limited Partnership, as of December 31,
1996, and the related statements of operations, partners'
equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the
partnership's management.  My responsibility is to express
an opinion on these financial statements based on my audit.
The financial statements of La Gema Del Barrio, a California
Limited Partnership, for the year ended December 31, 1995,
as presented herein, were examined by another auditor whose
report dated April4, 1996, expressed an unqualified opinion
on those financial statements.

I conducted my audit in accordance with generally accepted
auditing standards.  Those standards require that I plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.

In my opinion the accompanying financial statements referred
to above present fairly, in all material respects, the
financial position of La Gema Del Barrio, A California
Limited Partnership as of December 31, 1996, and the results
of its operations, the changes in partners' equity, and cash
flows for the year then ended in conformity with generally
accepted accounting principles.

My audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on page 6 is presented for purposes
of additional analysis and is not a required part of the
basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of
the basic financial statements and, in my opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.


SCHONWIT & ASSOCIATES

February 14, 1997
PLANTE MORAN, LLP
Certified Public Accountants - Management Consultants
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan 48826-2500
517-332-6200  FAX 517-332-8502

INDEPENDENT AUDITOR?S REPORT

To the Partners
Lakeview Meadows Limited
Dividend Housing Association
Limited Partnership

We have audited the accompanying balance sheet of Lakeview
Meadows Limited Dividend Housing Association Limited
Partnership (a Michigan limited partnership), MSHDA
Development No. 874, as of December 31, 1996 and 1995, and
the related statements of profit and loss, partners' equity,
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards, issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Lakeview Meadows Limited Dividend Housing
Association Limited Partnership as of December 31, 1996 and
1995, and its profit and loss, partners' equity, and its
cash flows for the. years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated February 12, 1997, on our
consideration of the Partnership's internal control
structure and a report dated February 12, 1997, on its
compliance with laws and regulations.


February 12, 1997



A member of Moores Rowland International





Burke & Rea
Edward T. Burke, C.P.A
Bernard E. Rea,  C.P.A


To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California


We have audited the accompanying balance sheets of Maidue
Properties (A
California Limited Partnership),  as of December 31, 1996
and 1995 and the related statements of income, partners'
equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An
audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluting the
overall financial statement presentation.  We believe that
our
audits provide a reasonable basis of our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Maidu Properties  (A California Limited
Partnership) as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplementary information for the years ended December 31,
1996 and 1995, on pages 13 and 14, is presented for purposes
of additional analysis and is not a required part of the
basic financial statements.  Such information has been
subjected to the audit procedures applied in the audits of
the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

Burke & Rea

Stockton, California
April 4, 1997

P.O. Box 4632
Stcokton, CA  95204
Telephone 209/933-9113
Fax 209/933-9115



H M & R P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS'REPORT




 To the Partners
 Montague Place Limited Partnership
 Lansing, Michigan


 We have audited the accompanying balance sheets of Montague
 Place Limited Partnership (a Michigan limited partnership),
 FMHA Project.  No. 26-079-0382937919 as of December 31,
 1996 and 1995, and the related to statements of operations,
 partners'
 equity and cash flows for the years then ended.  These
 financial statements are the responsibility of the
 partnership's management.  Our responsibility is to express
 an opinion on these financial statements based on our
 audit.

 We conducted our audit in accordance with generally
 accepted auditing standards and Government Auditing
 Standards.  Those standards require that we plan and
 perform the audit to obtain reasonable assurance about
 whether the financial statements are free of material
 misstatement.  An audit includes examining, on a test
 basis, evidence supporting the amounts and disclosures in
 the financial statements.  An audit also includes assessing
 the accounting principles used and significant estimates
 made by management, as well as evaluating the overall
 financial statement presentation.  We believe that our
 audit provides a reasonable basis for our opinion.

 In our opinion, the financial statements referred to above
 present fairly, in all material respects, the financial
 position of Montague Place Limited Partnership as of
 December 31, 1996 and 1995, and the results of its
 operations and its cash flows for the years then ended, in
 conformity with generally accepted accounting principles.

 Our audit was performed for the purpose of forming an
 opinion on the basic financial statements taken as a whole.
 The supplemental information on pages 11 to 20 is presented
 for purposes of additional analysis and is not a required
 part of the basic financial statements.  This information
 has been subjected to the auditing procedures applied in
 the audit of the basic financial statements and, in our
 opinion, the information is fairly stated in all material
 respects in relation to the basic financial statements
 taken as a whole.

Henderson, Miller & Robbins, P.C.
Lansing, Michigan
February 4, 1997

HENDERSON, MILLER & ROBBINS, RC. 1375 S. WASHINGTON Ave.
Lansing MI 48910
517) 372-6565 - FAX (517) 372-6571







































LAURIE A. LEE
Certified Public Accountant
5446 Birchbrook Court
Las Vegas, Nevada 89120
Telephone:(702)456-2162

INDEPENDENT AUDITOR?S REPORT

To the Partners of
Navapai Associates:

I have audited the balance sheets of Navapai Associates, a
Limited Partnership (the "Partnership") as of December 31,
1996 and 1995, and the related statements of operations,
partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management.  My responsibility is to express
an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued
by the Comptroller General of the United States, and the
U.S. Department of Agriculture, Farmers Home Administration
Audit Program.  Those standards require that I plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of the Partnership as of December 31, 1996 and
1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, I have
also issued my reports dated February 14, 1997 on my
consideration of the Partnership's internal control and on
its compliance with laws and regulations.

The accompanying supplementary information (beginning on
page 10) is presented for purposes of additional analysis
and is not a required part of the basic financial
statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in
all material respects in relation to the financial
statements taken as a whole.

February 14, 1997
Member: American Institute Of CPAs - Nevada Society Of CPAs

FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Oakland Village Limited Partnership

We have audited the accompanying balance sheets of Oakland
Village Limited Partnership (a Georgia Limited Partnership)
as of December 31, 1996 and the related statements of
operations, partners' equity (deficit) and cash flows for
the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

The financial statement information for the year ending
December 31, 1995 was audited by another independent
certified public accountant who expressed and unqualified
opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, financial statements referred to above
present fairly, in all material respects, the financial
position of Oakland Village Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results
of its operations and its cash flows for the year then ended
in conformity with generally accepted accounting principles.

Floyd & Company, CPA



February 28, 1997

STEWART AMD KERR, PA

Certified Public Accountants
6817 Falls of Neuse Road, Suite 106
Raleigh, North Carolina 27615

(919) 676-3115
Fax (919) 676-3866


MEMBER
------

AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
NORTH CAROLINA ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS
--------------------------------------------------------

To the Partners

St. Barnabas Ridge Limited Partnership d/b/a Snow Hill Ridge

Apartments Raleigh, North Carolina



We have audited the accompanying balance sheets of St.

Barnabas Ridge Limited Partnership d/b/a Snow Hill Ridge

Apartments, as of December 31, 1995, and the related

statements of operations, partners' equity and cash flows

for the years then ended.  These financial statements are

the responsibility of the Partnership's management.  Our

responsibility is to express an opinion on these financial

statements based on our audit.  The financial statements of

St. Barnabas Ridge Limited Partnership d/b/a Snow Hill Ridge

Apartments as of December 31, 1994 were audited by other

auditors whose report dated January 24, 1995, expressed an

unqualified opinion on those statements.



We conducted our audit in accordance with generally accepted

auditing standards and Government Auditing Standards, issued

by the Comptroller General of the United States.  Those

standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial

statements are free of material misstatement.  An audit

includes examining on a test basis, evidence supporting the

amounts and disclosures in the financial statements.  An

audit also includes assessing the accounting principles used

and significant estimates made by management, as well as

evaluating the

overall financial statement presentation.  We believe that

our audit provides

reasonable basis or our opinion.



In our opinion, the financial statements referred to above
present
fairly, in all material respects, the financial position of
St. Barnabas Ridge Limited Partnership d/b/a Snow Hill Ridge
Apartments as of December 31, 1995, and the results of its
operations, and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated February 11, 1996 on our
consideration of St. Barnabas Ridge Limited Partnership
d/b/a Snow Hill Ridge Apartments internal control structure
and a report dated February 11, 1996 on its compliance with
laws and regulations.















STEWART AND KERR, PA

Page 2





Our audit was conducted for the purpose of forming an

opinion on the 1995 financial statements taken as a whole.

The accompanying information on Pages 11-12 is presented for

the purposes of additional analysis and is not a required

part of the financial statements of St. Barnabas Ridge

Limited Partnership d/b/a Snow Hill Ridge Apartments.  Such

1995 information has been subjected to the auditing

procedures applied in the audit of the 1995 financial

statements and, in our opinion, is fairly presented in all

material respects in relation to the 1995 financial

statements taken as a whole.





Raleigh, North Carolina

February 11, 1996





















FRIEDMAN & FULLER, PC
Certified Public Accountants  - Management Consultants
2400 Research Boulevard, Suite 250
Rockville, Maryland 20850-3243
921-8000   Fax (301) 921-4700
E-mail: info@ffgroup.com  URL: http://www.ffgroup.com/

Profitable Ideas for Growing Businesses

INDEPENDENT AUDITOR'S REPORT

To the Partners
Stanardsville Village Limited Partnership
RHS No. 54-48-541523939
North Main Street
Stanardsville, Virginia 22973


We have audited the accompanying balance sheets of
Stanardsville Village Limited Partnership, RHS No. 54-48-
541523939 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital (deficiency) and
cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards issued by the Comptroller General of the United
States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program.  Those standards and the Audit
Program require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Stanardsville Village Limited Partnership, RHS
No. 54-48-541523939 as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the
years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplementary information on pages 10 and 11 is presented
for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information
has been subjected to the
auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.


January 29, 1997

FLOYD & COMPANY, CPA
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone: (912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Summer Lane Limited Partnership

We have audited the accompanying balance sheets of Summer
Lane Limited Partnership (a Georgia Limited Partnership) as
of December 31, 1996 and the related statements of
operations, partners, equity (deficit) and cash flows for
the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

The financial statement information for the year ending
December 31, 1995 was audited by another independent
certified public accountant who expressed and unqualified
opinion dated March 16, 1996.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Summer Lane Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results
of its operations and its cash flows for the year then ended
in conformity with generally accepted accounting principles.

Floyd & Company, CPA



February 28, 1997

Graham, Carter & Jennings, PLC
Certified Public Accountants

Harold D. Carter (1931-1993)  Jack G. Jennings
Walter H. Graham              Michael J. Carter

INDEPENDENT AUDITOR'S REPORT

To the Partners
Victoria Limited Partnership

We have audited the accompanying balance sheets of Victoria
Limited Partnership (a Virginia limited partnership), FmHA
Project No.: 54-067-541518059, as of December 31, 1996 and
1995, and the related statements of operations, partners'
equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards, issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Victoria Limited Partnership, FmHA Project No.:
54-067-541518059, as of December 31, 1996 and 1995, and the
results of its operations, the changes in partners' equity
and cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on pages 12 and 13 is presented for
purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.




February 3, 1997


601 Thimble Shoals Boulevard Suite 201   Newport News,
Virginia 23606
(757) 873-0767 Fax (757) 873-6938
















































MCMILLAN, PATE & KING, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
615 OBERLIN ROAD, SUITE 200
RALEIGH, NC 27605


INDEPENDENT AUDITORS' REPORT


Partners
Village Terrace Limited Partnership

We have audited the balance sheet of Village Terrace Limited
Partnership as of December 31, 1995 and the related
statements of operations, partners' capital, and cash flows
for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of
Village Terrace Limited Partnership as of December 31, 1994,
were audited by other auditors who have ceased operations
and whose report dated February 13, 1995, expressed an
unqualified opinion on those statements.

McMillan, Pate & Robertson, Certified Public Accountants, a
North Carolina partnership, ceased business operations on
February 29, 1996.  In accordance with North Carolina
General Statutes and the North Carolina Accountancy Rules,
the Company directed its records to be transferred to
McMillan, Pate & King, L.L.P., which commenced business
operations on March 1,1996.  Incomplete accounting and tax
services of McMillan, Pate & Robertson are being completed
by McMillan, Pate & King, L.L.P.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Village Terrace Limited Partnership as of
December 31, 1995 and the results of its operations and its
cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on page 9 is presented for purposes
of additional analysis and is not a required part of the
basic financial statements.  Such information has been
subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.


February 2, 1996
and March 1,1996




STIENESSEN - SCHLEGEL & CO.
LIMITED LIABILITY COMPANY
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Woodfield Commons Limited Partnership

We have audited the accompanying balance sheets of Woodfield
Commons Limited Partnership as of December 31, 1996 and
1995, and the related statements of operations, partners'
equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Woodfield Commons Limited Partnership, as of
December 31, 1996 and 1995, and the results of its
operations, changes in partners' equity, and cash flows for
the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplemental information on paces 12 and 13 is presented for
purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.



Certified Public Accountants

January 15, 1997
2411 N. Hillcrest Parkway, P.O. Box 810, Eau Claire, WI
54702-0810
Phone (715) 832-3425  Fax (715) 832-1665


LITTLE, SHANEYFELT & CO.
Certified Public Accountants
1501 N. University, Suite 300
Little Rock, Arkansas 72207-5232
Telephone (501) 666-2879

INDEPENDENT AUDITOR'S REPORT

To the Partners
Beckwood Manor Six Limited Partnership

We have audited the accompanying balance sheets of Beckwood
Manor Six Limited Partnership, FMHA Project No. 03-048-
0710677265 (the Partnership), as of December 31, 1995 and
1994, and the related statements of profit (loss), changes
in partners' equity (deficit) and cash flows for the years
then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Beckwood Manor Six Limited Partnership as of
December 31, 1995 and 1994, and its results of operations,
changes in partners, equity (deficit), and cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have
also issued a report dated March 11, 1996, on our
consideration of the Partnership's internal control
structure and a report dated March 11, 1996 on its
compliance with laws, regulations, contracts and grants.


Little, Shaneyfelt & Co.

March 11, 1996



NOVOGRADAC & COMPANY LLP
Certified Public Accountants
Atlanta    Los Angeles   Portland    San Francisco

Michael J. Novogradac   Richard B. Hutchins
Jon E. Krabbenschmidt   Harry Abram
Walter C. McJGill, Jr    Scott J. Hubbard
Stephen B. Tracy

REPORT OF INDEPENDENT AUDITORS

To the General Partner
Haven Park Partners II, A California Limited Partnership

We have audited the accompanying balance sheet of Haven Park
Partners II, A California Limited Partnership as of December
31, 1995, and the related statements of operations, changes
in partners' capital and cash flows for the year then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Haven Park Partners II, A California Limited
Partnership as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.




February 16, 1996



425 Market Street 7th Floor   San Francisco California 94105
Telephone (415) 356-8000  Facsimile (415) 356-8001
NOVOGRADAC & COMPANY LLP
Certified Public Accountants
Atlanta    Los Angeles   Portland    San Francisco

Michael J. Novogradac   Richard B. Hutchins
Jon E. Krabbenschmidt   Harry Abram
Walter C. McJGill, Jr    Scott J. Hubbard
Stephen B. Tracy

REPORT OF INDEPENDENT AUDITORS

To the General Partner
Haven Park Partners III, A California Limited Partnership

We have audited the accompanying balance sheet of Haven Park
Partners III, A California Limited Partnership as of
December 31, 1995, and the related statements of operations,
changes in partners' capital and cash flows for the year
then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Haven Park Partners III, A California Limited
Partnership as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

To the General Partner
Haven Park Partners III, A California Limited Partnership


February 16, 1996

425 Market Street 7th Floor   San Francisco California 94105
Telephone (415) 356-8000      Facsimile (415) 356-8001
NOVOGRADAC & COMPANY LLP
Certified Public Accountants
Atlanta    Los Angeles   Portland    San Francisco

Michael J. Novogradac   Richard B. Hutchins
Jon E. Krabbenschmidt   Harry Abram
Walter C. McJGill, Jr    Scott J. Hubbard
Stephen B. Tracy

REPORT OF INDEPENDENT AUDITORS

To the General Partner
Haven Park Partners IV, A California Limited Partnership

We have audited the accompanying balance sheet of Haven Park
Partners IV, A California Limited Partnership as of December
31, 1995, and the related statements of operations, changes
in partners' capital and cash flows for the year then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Haven Park Partners IV, A California Limited
Partnership as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


February 16, 1996



425 Market Street 7th Floor San Francisco California 94105
Telephone (415) 356-8000    Facsimile (415) 356-8001

GRAHAM CARTER & JENNINGS,PLC
CERTIFIED PUBLIC ACCOUNTANTS
     
Harold D. Carter (1931-1993)
Jack G. Jennings
Walter H. Graham
Michael J. Carter

Independent Auditor's Report

To the Partners
Jarratt Limited Partnership

We have audited the accompanying balance sheets of Jarratt
Limited Partnership (a Virginia limited partnership), FMHA
Project No.: 55-014-541507373 as of December 31, 1995 and
1994, and the related statements of operations, partners'
capital and cash flows for the years then ended.  These
financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards, issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Jarratt Limited Partnership, FMHA Project No.:
55-014-541507373, as of December 31, 1995 and 1994, and the
results of its operations, the changes in partners' capital
and cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplemental information on pages 13 and 14 is presented for
purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

February 14, 1996

Member: American Institute and Nevada Society of CPAs

J. Marc Hill
Certified Public Accountant
12700 Preston Road, Suite 185
Dallas, Texas 75230

April 8, 1996

To the Partners of
One Northridge Limited Partnership

INDEPENDENT AUDITOR?S REPORT LETTER

I have audited the accompanying balance sheets of One
Northridge Limited Partnership as of December 31, 1995 and
1994, and the related statements of operations, cash flows
and partners' equity (deficit) for the years then ended.
These financial statements are the responsibility of the
partnership's management.  My responsibility is to express
an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted
auditing standards.  Those standards require that I plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of One Northridge Limited Partnership as of
December 31, 1995and 1994 and the results of operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

My audit was made for the purpose of forming an opinion the
basic financial statements taken as a whole.  The
supplemental information included is for additional analysis
and is not a required part of the basic financial
statements.  Such information has been subjected to the
auditing procedures applied in my opinion, is fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.


J. Marc Hill
Public Accountant
DIXON, ODOM & CO., L.L.P.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Pine Ridge Elderly Apartments Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Pine
Ridge Elderly Apartments Limited Partnership as of December
31, 1996 and 1995 and the related statements of operations,
partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Pine Ridge Elderly Apartments Limited
Partnership as of December 31, 1996 and 1995 and the results
of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplementary information on page 10 is presented for
purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has
been subjected to the audit procedures applied in the audits
of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

January 16, 1997


A member of Moores Rowland International
An association of independent accounting firms throughout
the world
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
910-889-5156    Fax 910-889-6168
TAMA AND BUDAJ, P.C.
Certified Public Accountants
32783 Middlebelt Road
Farmington Hills, Michigan 48334-1726
(810) 626-3800  Fax (810) 626-2276

ELY TAMA, CPA          JEFFREY F. BUDAJ, CPA
BARTON A. LOWEN, CPA   EMIL A. RAAB, CPA
DIANE L. ISAACS, CPA   JOHN W. WEIPERT, CPA
SEAN M. DONOVAN, CPA
American, Michigan, Florida & South Carolina Institutes of
CPAs

To the Partners of
Rosewood Manor, Ltd.

We have audited the accompanying balance sheet of ROSEWOOD
MANOR, LTD. as of December 31, 1995 and 1994, and the
related statements of operations, changes in partners'
equity (deficit) and cash flows - project operations for the
years then ended.  These financial statements are the
responsibility of the general partner and management of the
partnership.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards and Government Auditing
Standards issued by the Comptroller General of the United
States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly in all material respects, the financial
position of ROSEWOOD MANOR, LTD. , as of December 31, 1995
and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supporting data on pages 10 through 17 inclusive has been
subjected to the auditing procedures applied in the
examination of the basic financial statements and, in our
opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

We have also reviewed internal accounting controls and
compliance with laws and regulations and have rendered our
reports thereon on pages 18 through 20.
TAMA AND BUDAJ, P.C.

Farmington Hills, Michigan
February 9, 1996
Bob T. Robinson
Certified Public Accountant
2084 Dunbarton Drive
Jackson, Mississippi 39216
(601) 982-3875

To the Partners
Scott Partners, A Louisiana Partnership in Commendam

INDEPENDENT AUDITOR?S REPORT

I have audited the accompanying balance sheet of Scott Partners, A
Louisiana Partnership in Commendam as of December 31, 1995 and 1994, and
the related statements of operations, partners' equity (deficit) and cash
flows for years then ended.  These financial statements are the
responsibility of the partnership's management.  My responsibility is to
express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

in my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Scott Partners, A
Louisiana Partnership in Commendam as of December 31, 1995 and 1994, and
the results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the
auditing procedures applied in the audits of the basis financial statements
and, in my opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.



Jackson, Mississippi
March 13, 1996





MAHONEY ULBRICH CHRISTIANSEN RUSS P.A.

Certified Public Accountants

Suite 800 Capital Centre

386 North Wabasha

Saint Paul, Minnesota 55102

Telephone 612-227-6695    Fax 612-227-9796




To the Partners

Zinsmaster Limited Partnership

Minneapolis, Minnesota



INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheets of Zinsmaster Limited

Partnership (MHFA Project No. 88-R-029) as of December 31, 1995 and 1994,

and the related statements of operations, partners' capital and cash flows,

for the years then ended.  These financial statements are the

responsibility of the Partnership's management. Our responsibility is to

express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing

standards.  Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free

of material misstatement.  An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the financial

statements.  An audit also includes assessing the accounting principles

used and significant estimates made by management, as well as evaluating

the overall financial statement presentation: We believe that our audits

provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly,

in all material respects, the financial position of Zinsmaster Limited

Partnership as of December 31, 1995 and 1994, and the results of its

operations and its cash flows for the years then ended, in conformity with

generally accepted accounting principles.



Our audits were made for the purpose of forming an opinion on the basic

financial statements taken as a whole.  The supplemental information on

pages 11 through 16 is presented for the purposes of additional analysis

and is not a required part of the basic financial statements.  Such

information has been subjected to the auditing procedures applied in the

audit of the basic financial statements and, in our opinion, is fairly

stated in all material respects in relation to the basic financial

statements taken as a whole.



Saint Paul, Minnesota

January 24, 1996









































<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                           BALANCE SHEETS

                      March 31, 1998 and 1997

<TABLE>

Total

-----------------------------------

1998               1997

----------------   ----------------
<S>
<C>                <C>
                                ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes B and D)             $
60,839,977   $     69,472,764

OTHER ASSETS

   Cash and cash equivalents (note E)
693,751          1,725,325
   Investments held to maturity
917,497                  -
   Notes receivable (note F)
604,695            603,920
   Deferred acquisition costs, net of accumulated amortization (notes A
      and C)
1,189,760          1,238,321
   Other
387,808            342,545

---------------    ---------------
                                                                          $
64,633,488   $     73,382,875

===============    ===============
                     LIABILITIES AND PARTNERS  CAPITAL

LIABILITIES

   Accounts payable - affiliates (note B)                                 $
14,237,489   $     11,654,634
   Capital contributions payable (note C)
368,417            387,098

---------------    ---------------

14,605,906         12,041,732

---------------    ---------------
PARTNERS  CAPITAL (note A)

   Assignor limited partner

      Units of limited partnership interest consisting of 20,000,000
          authorized beneficial assignee certificates (BAC), $10 stated
          value, 18,679,738 issued and outstanding to the assignees at
          March 31, 1998 and 1997
-                  -

   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 18,679,738 issued and
          outstanding at March 31, 1998 and 1997
51,144,019         62,344,445
   General partner
(1,116,437)        (1,003,302)

---------------    ---------------

50,027,582         61,341,143

---------------    ---------------
                                                                          $
64,633,488   $     73,382,875

===============    ===============
</TABLE>

                             (continued)

                                 F-5
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1998 and 1997

<TABLE>

Series 7

---------------------------------

1998               1997

----------------   ----------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes B and D)             $
1,485,326   $      1,771,367

OTHER ASSETS

   Cash and cash equivalents (note E)
7,134             12,008
   Investments held to maturity
-                  -

   Notes receivable (note F)
-                  -

   Deferred acquisition costs, net of accumulated amortization (notes A
      and C)
-                  -
   Other
16,450             16,450

---------------    ---------------
                                                                          $
1,508,910   $      1,799,825

===============    ===============
                     LIABILITIES AND PARTNERS  CAPITAL

LIABILITIES

   Accounts payable - affiliates (note B)                                 $
860,885   $        730,326

   Capital contributions payable (note C)
-                  -

---------------    ---------------

860,885            730,326

---------------    ---------------
PARTNERS  CAPITAL (note A)

   Assignor limited partner

      Units of limited partnership interest consisting of  20,000,000
          authorized beneficial assignee certificates (BAC), $10 stated
          value, 1,036,100 issued and outstanding to the assignees at
          March 31, 1998 and 1997
-                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 1,036,100 issued and
          outstanding at March 31, 1998 and 1997
731,471          1,148,730
   General partner
(83,446)           (79,231)

---------------    ---------------

648,025          1,069,499

---------------    ---------------
                                                                          $
1,508,910   $      1,799,825

===============    ===============
</TABLE>


                             (continued)

                                 F-6
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1998 and 1997

<TABLE>

Series 9

-----------------------------------

1998               1997

----------------   ----------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes B and D)             $
10,821,707   $     12,528,610

OTHER ASSETS

   Cash and cash equivalents (note E)
267,915            566,836
   Investments held to maturity
249,497                  -

   Notes receivable (note F)
-                  -

   Deferred acquisition costs, net of accumulated amortization (notes A
      and C)
21,312             22,182
   Other
47,650             14,009

----------------   ---------------
                                                                          $
11,408,081   $     13,131,637

===============    ===============
                               LIABILITIES AND PARTNERS  CAPITAL

LIABILITIES

   Accounts payable - affiliates (note B)                                 $
3,457,163   $      2,881,376

   Capital contributions payable (note C)
4,590              4,590

----------------   ---------------

3,461,753          2,885,966

---------------    ---------------
PARTNERS  CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 20,000,000
          authorized beneficial assignee certificates (BAC), $10 stated
          value, 4,178,029 issued and outstanding to the assignees at
          March 31, 1998 and 1997
-                  -

   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 4,178,029 issued and
          outstanding at March 31, 1998 and 1997
8,227,204         10,503,554
   General partner
(280,876)          (257,883)

---------------    ---------------

7,946,328         10,245,671

---------------    ---------------
                                                                          $
11,408,081   $     13,131,637

===============    ===============
</TABLE>


                             (continued)

                                 F-7
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1998 and 1997

<TABLE>

Series 10

----------------------------------

1998               1997

---------------    ---------------
<S>
<C>                <C>
                                   ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes B and D)             $
8,211,459   $      9,224,595

OTHER ASSETS

   Cash and cash equivalents (note E)
41,484            144,428
   Investments held to maturity
83,000                  -

   Notes receivable (note F)
-                  -

   Deferred acquisition costs, net of accumulated amortization (notes A
      and C)
84,314             87,755
   Other
39,662             38,979

---------------    ---------------
                                                                          $
8,459,919   $      9,495,757

===============    ===============
                               LIABILITIES AND PARTNERS  CAPITAL

LIABILITIES

   Accounts payable - affiliates (note B)                                 $
2,339,472   $      1,983,960

   Capital contributions payable (note C)
-                  -

---------------    ---------------

2,339,472          1,983,960

---------------    ---------------
PARTNERS  CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 20,000,000
          authorized beneficial assignee certificates (BAC), $10 stated
          value, 2,428,925 issued and outstanding to the assignees at
          March 31, 1998 and 1997
-                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 2,428,925 issued and
          outstanding at March 31, 1998 and 1997
6,270,055          7,647,492
   General partner
(149,608)          (135,695)

---------------    ---------------

6,120,447          7,511,797

---------------    ---------------
                                                                          $
8,459,919   $      9,495,757

===============    ===============
</TABLE>


                             (continued)

                                 F-8
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1998 and 1997

<TABLE>

Series 11

-----------------------------------

1998               1997

----------------    ---------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes B and D)             $
9,872,942   $     11,085,975

OTHER ASSETS

   Cash and cash equivalents (note E)
38,800            307,351
   Investments held to maturity
249,000                  -

   Notes receivable (note F)
-                  -

   Deferred acquisition costs, net of accumulated amortization (notes A
      and C)
42,735             44,479
   Other
47,290             41,567

---------------    ---------------
                                                                          $
10,250,767   $     11,479,372

===============    ===============
                               LIABILITIES AND PARTNERS  CAPITAL

LIABILITIES

   Accounts payable - affiliates (note B)                                 $
1,625,754   $      1,300,073

   Capital contributions payable (note C)
22,528             27,528

---------------    ---------------

1,648,282          1,327,601

---------------    ---------------
PARTNERS  CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 20,000,000
          authorized beneficial assignee certificates (BAC), $10 stated
          value, 2,489,599 issued and outstanding to the assignees at
          March 31, 1998 and 1997
-                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 2,489,599 issued and
          outstanding at March 31, 1998 and 1997
8,731,145         10,264,938
   General partner
(128,660)          (113,167)

---------------    ---------------

8,602,485         10,151,771

---------------    ---------------
                                                                          $
10,250,767   $     11,479,372

===============    ===============
</TABLE>


                             (continued)

                                 F-9
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1998 and 1997

<TABLE>

Series 12

-----------------------------------

1998               1997

----------------   ----------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes B and D)             $
10,585,841   $     11,946,248

OTHER ASSETS

   Cash and cash equivalents (note E)
21,827              8,532
   Investments held to maturity
-                  -

   Notes receivable (note F)
61,111             60,336

   Deferred acquisition costs, net of accumulated amortization (notes A
      and C)
326,262            339,579
   Other
59,831             55,986

---------------    ---------------
                                                                          $
11,054,872   $     12,410,681

===============    ===============
                               LIABILITIES AND PARTNERS  CAPITAL

LIABILITIES

   Accounts payable - affiliates (note B)                                 $
2,067,156   $      1,628,384

   Capital contributions payable (note C)
11,405             11,405

---------------    ---------------

2,078,561          1,639,789

---------------    ---------------
PARTNERS  CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 20,000,000
          authorized beneficial assignee certificates (BAC), $10 stated
          value, 2,972,795 issued and outstanding to the assignees at
          March 31, 1998 and 1997
-                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 2,972,795 issued and
          outstanding at March 31, 1998 and 1997
9,143,807         10,920,442
   General partner
(167,496)          (149,550)

---------------    ---------------

8,976,311         10,770,892

---------------    ---------------
                                                                          $
11,054,872   $     12,410,681

===============    ===============
</TABLE>


                             (continued)

                                F-10
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1998 and 1997

<TABLE>

Series 14

-----------------------------------

1998               1997

----------------   ----------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes B and D)             $
19,862,702   $     22,915,969

OTHER ASSETS

   Cash and cash equivalents (note E)
316,591            686,170
   Investments held to maturity
336,000                  -

   Notes receivable (note F)
543,584            543,584

   Deferred acquisition costs, net of accumulated amortization (notes A
      and C)
715,137            744,326
   Other
176,925            175,554

---------------    ---------------
                                                                          $
21,950,939   $     25,065,603

===============    ===============
                               LIABILITIES AND PARTNERS  CAPITAL

LIABILITIES

   Accounts payable - affiliates (note B)                                 $
3,887,059   $      3,130,515

   Capital contributions payable (note C)
329,894            343,575

---------------    ---------------

4,216,953          3,474,090

---------------    ---------------
PARTNERS  CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 20,000,000
          authorized beneficial assignee certificates (BAC), $10 stated
          value, 5,574,290 issued and outstanding to the assignees at
          March 31, 1998 and 1997
-                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 5,574,290 issued and
          outstanding at March 31, 1998 and 1997
18,040,337         21,859,289
   General partner
(306,351)          (267,776)

---------------    ---------------

17,733,986         21,591,513

---------------    ---------------
                                                                          $
21,950,939   $     25,065,603

===============    ===============
</TABLE>


                  See notes to financial statements

                                F-11
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                      STATEMENTS OF OPERATIONS

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Total

-----------------------------------------------------
                                                              1998
1997               1996
                                                         ---------------
----------------   ----------------
<S>                                                      <C>
<C>                <C>
Income
   Interest income                                     $         41,471   $
155,501   $         65,468
   Miscellaneous income                                           1,442
-                  -
                                                        ---------------
---------------    ---------------
                                                                 42,913
155,501             65,468
                                                        ---------------
---------------    ---------------

Share of losses (income) from operating limited
   partnerships (note A)                                     (8,573,433)
(10,464,997)       (12,992,069)
                                                        ---------------
---------------    ---------------
Expenses
   Professional fees                                            228,290
315,326            221,999

   Partnership management fee (note B)                        2,314,373
2,273,826          2,356,546

   Amortization (note A)                                         48,561
58,391            109,832

   General and administrative expenses (note B)                 191,817
133,901            163,958
                                                        ---------------
---------------    ---------------
                                                              2,783,041
2,781,444          2,852,335
                                                        ---------------
---------------    ---------------
                                                       $    (11,313,561)  $
(13,090,940)  $    (15,778,936)
                                                        ===============
===============    ===============

Net loss allocated to general partner                  $       (113,136)  $
(130,909)  $       (157,789)
                                                        ===============
===============    ===============

Net loss allocated to assignees                        $    (11,200,425)  $
(12,960,031)  $    (15,621,147)
                                                        ===============
===============    ===============

Net loss per BAC                                       $          (0.60)  $
(0.69)  $          (0.84)
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-12
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 7

-----------------------------------------------------
                                                              1998
1997               1996
                                                         ---------------
----------------   ----------------
<S>                                                      <C>
<C>                <C>
Income
   Interest income                                     $            257   $
222   $            216
   Miscellaneous income                                               -
-                  -
                                                        ---------------
---------------    ---------------
                                                                    257
222                216
                                                        ---------------
---------------    ---------------

Share of losses from operating limited partnerships
   (note A)                                                    (286,041)
(1,126,341)          (867,319)
                                                        ---------------
---------------    ---------------
Expenses
   Professional fees                                             16,079
20,369             19,823

   Partnership management fee (note B)                          111,089
106,774            107,256

   Amortization (note A)                                              -
-                  -

   General and administrative expenses (note B)                   8,522
6,248              6,650
                                                        ---------------
---------------    ---------------
                                                                135,690
133,391            133,729
                                                        ---------------
---------------    ---------------
                                                       $       (421,474)  $
(1,259,510)  $     (1,000,832)
                                                        ===============
===============    ===============

Net loss allocated to general partner                  $         (4,215)  $
(12,595)  $        (10,008)
                                                        ===============
===============    ===============

Net loss allocated to assignees                        $       (417,259)  $
(1,246,915)  $       (990,824)
                                                        ===============
===============    ===============

Net loss per BAC                                       $          (0.40)  $
(1.20)  $          (0.96)
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-13
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 9

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Income
   Interest income                                     $         16,101   $
17,468   $         25,217
   Miscellaneous income                                              87
-                  -
                                                        ---------------
---------------    ---------------
                                                                 16,188
17,468             25,217
                                                        ---------------
---------------    ---------------

Share of losses (income) from operating limited
   partnerships (note A)                                     (1,699,785)
(2,660,814)        (2,777,350)
                                                        ---------------
---------------    ---------------
Expenses
   Professional fees                                             35,520
36,729             35,155

   Partnership management fee (note B)                          547,218
539,985            560,971

   Amortization (note A)                                            870
870                870

   General and administrative expenses (note B)                  32,138
25,333             31,497
                                                        ---------------
---------------    ---------------
                                                                615,746
602,917            628,493
                                                        ---------------
---------------    ---------------
                                                       $     (2,299,343)  $
(3,246,263)  $     (3,380,626)
                                                        ===============
===============    ===============

Net loss allocated to general partner                  $        (22,993)  $
(32,463)  $        (33,806)
                                                        ===============
===============    ===============

Net loss allocated to assignees                        $     (2,276,350)  $
(3,213,800)  $     (3,346,820)
                                                        ===============
===============    ===============

Net loss per BAC                                       $          (0.55)  $
(0.77)  $          (0.80)
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-14
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 10

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
----------------   ----------------
<S>                                                     <C>
<C>                <C>

Income
   Interest income                                     $          3,695   $
3,951   $          4,445

   Miscellaneous income                                               -
-                  -
                                                        ---------------
---------------    ---------------
                                                                  3,695
3,951              4,445
                                                        ---------------
---------------    ---------------

Share of losses (income) from operating limited
   partnerships (note A)                                     (1,008,105)
(1,166,928)        (1,426,332)
                                                        ---------------
---------------    ---------------
Expenses
   Professional fees                                             31,229
30,509             30,562

   Partnership management fee (note B)                          321,682
324,407            343,505

   Amortization (note A)                                          3,441
3,442             10,407

   General and administrative expenses (note B)                  30,588
20,187             23,542
                                                        ---------------
---------------    ---------------
                                                                386,940
378,545            408,016
                                                        ---------------
---------------    ---------------
                                                       $     (1,391,350)  $
(1,541,522)  $     (1,829,903)
                                                        ===============
===============    ===============

Net loss allocated to general partner                  $        (13,913)  $
(15,415)  $        (18,299)
                                                        ===============
===============    ===============

Net loss allocated to assignees                        $     (1,377,437)  $
(1,526,107)  $     (1,811,604)
                                                        ===============
===============    ===============

Net loss per BAC                                       $          (0.57)  $
(0.63)  $          (0.75)
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-15
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 11

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ----------------
----------------    ---------------
<S>                                                     <C>
<C>                 <C>
Income
   Interest income                                     $          5,610   $
5,692   $          4,570
   Miscellaneous income                                               5
-                  -
                                                        ---------------
---------------    ---------------
                                                                  5,615
5,692              4,570
                                                        ---------------
---------------    ----------------

Share of income (losses) from operating limited
   partnerships (note A)                                     (1,197,310)
579,030         (1,621,193)
                                                        ---------------
---------------    ---------------
Expenses

   Professional fees                                             30,344
30,044             29,212

   Partnership management fee (note B)                          298,613
291,053            284,604

   Amortization (note A)                                          1,744
1,745             10,109

   General and administrative expenses (note B)                  26,890
17,211             20,329
                                                        ---------------
---------------    ---------------
                                                                357,591
340,053            344,254
                                                        ---------------
---------------    ---------------
                                                       $     (1,549,286)  $
244,669   $     (1,960,877)
                                                        ===============
================   ===============

Net income (loss) allocated to general partner         $        (15,493)  $
2,447   $        (19,609)
                                                        ===============
===============    ===============

Net income (loss) allocated to assignees               $     (1,533,793)  $
242,222   $     (1,941,268)
                                                        ===============
===============    ===============

Net income (loss) per BAC                              $          (0.61)  $
0.10   $          (0.78)
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-16
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 12

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                 <C>
Income
   Interest income                                     $            228   $
2,674   $          4,804
   Miscellaneous income                                               -
-                  -
                                                        ---------------
---------------    ---------------
                                                                    228
2,674              4,804
                                                        ---------------
---------------    ---------------
Share of losses from operating limited
   partnerships (note A)                                     (1,350,247)
(1,939,765)        (2,179,426)
                                                        ---------------
---------------    ---------------
Expenses

   Professional fees                                             42,629
46,798             36,776

   Partnership management fee (note B)                          360,155
347,953            353,184

   Amortization (note A)                                         13,317
13,317             19,944

   General and administrative expenses (note B)                  28,461
23,195             27,052
                                                        ---------------
---------------    ---------------
                                                                444,562
431,263            436,956
                                                        ---------------
---------------    ---------------
                                                       $     (1,794,581)  $
(2,368,354)  $     (2,611,578)
                                                        ===============
===============    ===============

Net loss allocated to general partner                  $        (17,946)  $
(23,684)  $        (26,116)
                                                        ===============
===============    ===============

Net loss allocated to assignees                        $     (1,776,635)  $
(2,344,670)  $     (2,585,462)
                                                        ===============
===============    ===============

Net loss per BAC                                       $          (0.60)  $
(0.79)  $          (0.87)
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-17
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 14

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ----------------
----------------    ---------------
<S>                                                     <C>
<C>                <C>

Income
   Interest income                                     $         15,580   $
125,494   $         26,216
   Miscellaneous income                                           1,350
-                  -
                                                        ---------------
---------------    ---------------
                                                                 16,930
125,494             26,216
                                                        ---------------
---------------    ---------------
Share of losses from operating limited
   partnerships (note A)                                     (3,031,945)
(4,150,179)        (4,120,449)
                                                        ---------------
---------------    ---------------
Expenses

   Professional fees                                             72,489
150,877             70,471

   Partnership management fee (note B)                          675,616
663,654            707,026

   Amortization (note A)                                         29,189
39,017             68,502

   General and administrative expenses (note B)                  65,218
41,727             54,888
                                                        ---------------
---------------    ---------------
                                                                842,512
895,275            900,887
                                                        ---------------
---------------    ---------------
                                                       $     (3,857,527)  $
(4,919,960)  $     (4,995,120)
                                                        ===============
===============    ===============

Net loss allocated to general partner                  $        (38,575)  $
(49,200)  $        (49,951)
                                                        ===============
===============    ===============

Net loss allocated to assignees                        $     (3,818,952)  $
(4,870,760)  $     (4,945,169)
                                                        ===============
===============    ===============

Net loss per BAC                                       $          (0.69)  $
(0.87)  $          (0.89)
                                                        ===============
===============     ===============
</TABLE>

                  See notes to financial statements

                               F-18
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

             STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

              Years ended March 31, 1998, 1997 and 1996

<TABLE>
                        Total                               Assignees
General partner         Total
----------------------------------------------------    ----------------
----------------    ---------------
<S>                                                     <C>
<C>                <C>
Partners' capital (deficit), March 31, 1995            $     90,925,623   $
(714,604)  $     90,211,019

Net loss                                                    (15,621,147)
(157,789)       (15,778,936)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1996                  75,304,476
(872,393)        74,432,083

Net loss                                                    (12,960,031)
(130,909)       (13,090,940)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1997                  62,344,445
(1,003,302)        61,341,143

Net loss                                                    (11,200,426)
(113,135)       (11,313,561)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1998            $     51,144,019   $
(1,116,437)  $     50,027,582
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-19
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>
                       Series 7                             Assignees
General partner         Total
----------------------------------------------------    ----------------
----------------   ----------------
<S>                                                     <C>
<C>                <C>
Partners' capital (deficit), March 31, 1995            $      3,386,469   $
(56,628)  $      3,329,841

Net loss                                                       (990,824)
(10,008)        (1,000,832)
                                                        ---------------
--------------    ---------------

Partners' capital (deficit), March 31, 1996                   2,395,645
(66,636)         2,329,009

Net loss                                                     (1,246,915)
(12,595)        (1,259,510)
                                                        ---------------
--------------    ---------------

Partners' capital (deficit), March 31, 1997                   1,148,730
(79,231)         1,069,499

Net loss                                                       (417,259)
(4,215)          (421,474)
                                                        ---------------
--------------    ---------------

Partners' capital (deficit), March 31, 1998            $        731,471   $
(83,446)  $        648,025
                                                        ===============
===============    ===============
</TABLE>
<TABLE>
                       Series 9                             Assignees
General partner         Total
----------------------------------------------------    ---------------
--------------    ---------------
<S>                                                     <C>
<C>                <C>
Partners' capital (deficit), March 31, 1995            $     17,064,175   $
(191,615)  $     16,872,560

Net loss                                                     (3,346,820)
(33,806)        (3,380,626)
                                                        ---------------
--------------    ---------------

Partners' capital (deficit), March 31, 1996                  13,717,355
(225,421)        13,491,934

Net loss                                                     (3,213,801)
(32,462)        (3,246,263)
                                                        ---------------
--------------    ---------------

Partners' capital (deficit), March 31, 1997                  10,503,554
(257,883)        10,245,671

Net loss                                                     (2,276,350)
(22,993)        (2,299,343)
                                                        ---------------
--------------    ---------------

Partners' capital (deficit), March 31, 1998            $      8,227,204   $
(280,876)  $      7,946,328
                                                        ===============
==============    ---------------
</TABLE>

                             (continued)

                                F-20
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>
                      Series 10                             Assignees
General partner         Total
----------------------------------------------------    ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Partners' capital (deficit), March 31, 1995            $     10,985,203   $
(101,981)  $     10,883,222

Net loss                                                     (1,811,604)
(18,299)        (1,829,903)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1996                   9,173,599
(120,280)         9,053,319

Net loss                                                     (1,526,107)
(15,415)        (1,541,522)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1997                   7,647,492
(135,695)         7,511,797

Net loss                                                     (1,377,437)
(13,913)        (1,391,350)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1998            $      6,270,055   $
(149,608)  $      6,120,447
                                                        ===============
===============    ===============
</TABLE>
<TABLE>
                      Series 11                             Assignees
General partner         Total
----------------------------------------------------    ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Partners' capital (deficit), March 31, 1995            $     11,963,984   $
(96,005)  $     11,867,979

Net loss                                                     (1,941,268)
(19,609)        (1,960,877)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1996                  10,022,716
(115,614)         9,907,102

Net income                                                      242,222
2,447            244,669
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1997                  10,264,938
(113,167)        10,151,771

Net loss                                                     (1,533,793)
(15,493)        (1,549,286)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1998            $      8,731,145   $
(128,660)  $      8,602,485
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-21
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>
                      Series 12                             Assignees
General partner         Total
----------------------------------------------------    ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Partners' capital (deficit), March 31, 1995            $     15,850,574   $
(99,750)  $     15,750,824

Net loss                                                     (2,585,462)
(26,116)        (2,611,578)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1996                  13,265,112
(125,866)        13,139,246

Net loss                                                     (2,344,670)
(23,684)        (2,368,354)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1997                  10,920,442
(149,550)        10,770,892

Net loss                                                     (1,776,635)
(17,946)        (1,794,581)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1998            $      9,143,807   $
(167,496)  $      8,976,311
                                                        ===============
===============    ===============
</TABLE>
<TABLE>
                      Series 14                             Assignees
General partner         Total
----------------------------------------------------    ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Partners' capital (deficit), March 31, 1995            $     31,675,218   $
(168,625)  $     31,506,593

Net loss                                                     (4,945,169)
(49,951)        (4,995,120)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1996                  26,730,049
(218,576)        26,511,473

Net loss                                                     (4,870,760)
(49,200)        (4,919,960)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1997                  21,859,289
(267,776)        21,591,513

Net loss                                                     (3,818,952)
(38,575)        (3,857,527)
                                                        ---------------
---------------    ---------------

Partners' capital (deficit), March 31, 1998            $     18,040,337   $
(306,351)  $     17,733,986
                                                        ===============
===============    ===============
</TABLE>

                  See notes to financial statements

                               F-22
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                      STATEMENTS OF CASH FLOWS

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Total

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ----------------
----------------   ----------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $    (11,313,561)  $
(13,090,940)  $    (15,778,936)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Distribution from operating limited
          partnerships                                           44,006
106,453            101,256

      Share of losses from operating limited
          partnerships                                        8,573,433
10,464,997         12,992,069
      Amortization                                               48,561
58,391            109,832

      Changes in assets and liabilities

          Accounts payable and accrued expenses               2,582,855
2,521,041          2,492,807
          Other assets                                           (2,899)
2,297            415,503
                                                        ---------------
---------------    ---------------
              Net cash provided by (used in)
                operating activities                            (67,605)
62,239            332,531
                                                        ---------------
---------------    ---------------
Cash flows from investing activities

   Capital contributions paid to operating limited
      partnerships                                              (18,000)
(620,884)          (768,934)

   Repayment from (advance to) operating limited
      partnerships                                              (28,474)
421,684                  -
   Purchase of investments                                     (917,497)
-                  -
                                                        ---------------
---------------    ---------------
             Net cash used in investing activities             (963,971)
(199,200)          (768,934)

              NET DECREASE IN CASH AND CASH
                EQUIVALENTS                                  (1,031,576)
(136,961)          (436,403)

Cash and cash equivalents, beginning                          1,725,325
1,862,286          2,298,689
                                                        ---------------
---------------    ---------------

Cash and cash equivalents, end                         $        693,749   $
1,725,325   $      1,862,286
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-23
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Total

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
financing activities

   The partnership has decreased its capital
      contribution obligation to the operating
      limited partnerships for low income tax
      credits not generated                            $            681   $
8,572   $         60,116
                                                        ===============
===============    ===============

   The partnership has adjusted its investment in
      operating limited partnerships for low income
      tax credits not generated                        $         14,988   $
20,969   $         26,305
                                                        ===============
===============    ===============

   The partnership has applied notes receivable and
      advances against installments of capital
      contributions                                    $              -   $
902,811   $              -
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-24
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 7

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $       (421,474)  $
(1,259,510)  $     (1,000,832)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Distribution from operating limited
          partnerships                                                -
-              2,258

      Share of losses from operating limited
          partnerships                                          286,041
1,126,341            867,319
      Amortization                                                    -
-                  -

      Changes in assets and liabilities

          Accounts payable and accrued expenses                 130,559
140,303            122,085
          Other assets                                                -
-                  -
                                                        ---------------
---------------    ---------------

             Net cash provided by (used in) operating
                activities                                       (4,874)
7,134             (9,170)
                                                        ---------------
---------------    ---------------
Cash flows from investing activities

   Capital contributions paid to operating limited
      partnerships                                                    -
-                  -

   Repayment from (advance to) operating limited
      partnerships                                                    -
-                  -
   Purchase of investments                                            -
-                  -
                                                        ---------------
---------------    ---------------

             Net cash provided by investing
                activities                                            -
-                  -
                                                        ---------------
---------------    ---------------

             NET INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS                                      (4,874)
7,134             (9,170)

Cash and cash equivalents, beginning                             12,008
4,874             14,044
                                                        ---------------
---------------    ---------------
Cash and cash equivalents, end                         $          7,134   $
12,008   $          4,874
                                                        ===============
===============    ===============
</TABLE>
                             (continued)

                                F-25
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 7

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
financing activities

   The partnership has decreased its capital
      contribution obligation to the operating
      limited partnerships for low income tax
      credits not generated                            $              -   $
-   $              -
                                                        ===============
===============    ===============
   The partnership has adjusted its investment in
      operating limited partnerships for low income
      tax credits not generated                        $              -   $
-   $              -
                                                        ===============
===============    ===============
   The partnership has applied notes receivable and
      advances against installments of capital
      contributions                                    $              -   $
-   $              -
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-26
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 9

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $     (2,299,343)  $
(3,246,263)  $     (3,380,626)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Distribution from operating limited
          partnerships                                            3,390
4,980              4,554

      Share of income (losses) from operating
          limited partnerships                                1,699,785
2,660,814          2,777,350
      Amortization                                                  870
870                870

      Changes in assets and liabilities

          Accounts payable and accrued expenses                 575,787
574,619            584,663
          Other assets                                           (2,216)
-             82,981
                                                        ---------------
---------------    ---------------

             Net cash provided by (used in) operating
                activities                                      (21,727)
(4,980)            69,792
                                                        ---------------
---------------    ---------------
Cash flows from investing activities

   Capital contributions paid to operating limited
      partnerships                                                    -
(86,448)          (124,017)

   Repayment from (advance to) operating limited
      partnerships                                              (27,697)
-                  -
   Purchase of investments                                     (249,497)
-                  -
                                                        ---------------
---------------    ---------------

             Net cash used in investing activities             (277,194)
(86,448)          (124,017)
                                                        ---------------
---------------    ---------------

             NET DECREASE IN CASH AND CASH
                EQUIVALENTS                                    (298,921)
(91,428)           (54,225)

Cash and cash equivalents, beginning                            566,836
658,264            712,489
                                                        ---------------
---------------    ---------------

Cash and cash equivalents, end                         $        267,915   $
566,836   $        658,264
                                                        ===============
===============    ===============
</TABLE>
                             (continued)

                                F-27
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 9

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
financing activities

   The partnership has decreased its capital
      contribution obligation to the operating
      limited partnerships for low income tax
      credits not generated                            $              -   $
8,572   $         32,046
                                                        ===============
===============    ===============

   The partnership has adjusted its investment in
      operating limited partnerships for low income
      tax credits not generated                        $          3,728   $
10,230   $              -
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-28
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 10

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $     (1,391,350)  $
(1,541,522)  $     (1,829,903)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Distribution from operating limited
          partnerships                                            5,031
7,447                947

      Share of losses (income) from operating
          limited partnerships                                1,008,105
1,166,928          1,426,332

      Amortization                                                3,441
3,442             10,407

      Changes in assets and liabilities

          Accounts payable and accrued expenses                 355,512
355,508            371,404
          Other assets                                             (683)
-                265
                                                        ---------------
---------------    ---------------
             Net cash used in operating activities              (19,944)
(8,197)           (20,548)
                                                        ---------------
---------------    ---------------
Cash flows from investing activities

   Capital contributions paid to operating limited
      partnerships                                                    -
-            (10,014)

   Repayment from (advance to) operating limited
      partnerships                                                    -
-                  -

   Purchase of investments                                      (83,000)
-                  -
                                                        ---------------
---------------    ---------------

             Net cash used in investing activities              (83,000)
-            (10,014)
                                                        ---------------
---------------    ---------------
             NET DECREASE IN CASH AND CASH
                EQUIVALENTS                                    (102,944)
(8,197)           (30,562)

Cash and cash equivalents, beginning                            144,428
152,625            183,187
                                                        ---------------
---------------    ---------------

Cash and cash equivalents, end                         $         41,484   $
144,428   $        152,625
                                                        ===============
===============    ===============
</TABLE>
                             (continued)

                                F-29
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 10

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
financing activities

   The partnership has decreased its capital
      contribution obligation to the operating
      limited partnerships for low income tax
      credits not generated                            $              -   $
-   $              -
                                                        ===============
===============    ===============
   The partnership has adjusted its investment in
      operating limited partnerships for low income
      tax credits not generated                        $              -   $
-   $              -
                                                        ===============
===============    ===============
   The partnership has applied notes receivable and
      advances against installments of capital
      contributions                                    $              -   $
-   $              -
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-30
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 11

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net income (loss)                                   $     (1,549,286)  $
244,669   $     (1,960,877)
   Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities

      Distribution from operating limited
          partnerships                                           10,000
80,667             90,443

      Share of (income) losses from operating
          limited partnerships                                1,197,310
(579,030)         1,621,193
      Amortization                                                1,744
1,745             10,109

      Changes in assets and liabilities

          Accounts payable and accrued expenses                 325,681
325,681            325,679
          Other assets                                                -
-                  -
                                                        ---------------
---------------    ---------------
             Net cash provided by (used in) operating
                activities                                      (14,551)
73,732             86,547
                                                        ---------------
---------------    ---------------
Cash flows from investing activities

   Capital contributions paid to operating limited
      partnerships                                               (5,000)
-                  -

   Repayment from (advance to) operating limited
      partnerships                                                    -
-                  -
   Purchase of investments                                     (249,000)
-                  -
                                                        ---------------
---------------    ---------------
             Net cash used in investing activities             (254,000)
-                  -
                                                        ---------------
---------------    ---------------

             NET INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS                                    (268,551)
73,732             86,547

Cash and cash equivalents, beginning                            307,351
233,619            147,072
                                                        ---------------
---------------    ---------------
Cash and cash equivalents, end                         $         38,800   $
307,351   $        233,619
                                                        ===============
===============    ===============
</TABLE>
                             (continued)

                                F-31
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 11

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
financing activities

   The partnership has decreased its capital
      contribution obligation to the operating
      limited partnerships for low income tax
      credits not generated                            $              -   $
-   $              -
                                                        ===============
===============    ===============

   The partnership has adjusted its investment in
      operating limited partnerships for low income
      tax credits not generated                        $          5,723   $
5,723   $         11,446
                                                        ===============
===============    ===============

   The partnership has applied notes receivable and
      advances against installments of capital
      contributions                                    $              -   $
-   $              -
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-32
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 12

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $     (1,794,581)  $
(2,368,354)  $     (2,611,578)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Distribution from operating limited
          partnerships                                            6,315
9,735              1,087

      Share of losses from operating limited
          partnerships                                        1,350,247
1,939,765          2,179,426
      Amortization                                               13,317
13,317             19,944

      Changes in assets and liabilities

          Accounts payable and accrued expenses                 438,772
383,267            383,268
          Other assets                                                -
-                  -
                                                        ---------------
---------------    ---------------

             Net cash provided by (used in) operating
                activities                                       14,070
(22,270)           (27,853)
                                                        ---------------
---------------    ---------------
Cash flows from investing activities

   Capital contributions paid to operating limited
      partnerships                                                    -
(76,430)                 -

   Repayment from (advance to) operating limited
      partnerships                                                 (775)
(60,336)                 -
   Purchase of investments                                            -
-                  -
                                                        ---------------
---------------    ---------------

             Net cash used in investing activities                 (775)
(136,766)                 -
                                                        ---------------
---------------    ---------------

             NET INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS                                      13,295
(159,036)           (27,853)

Cash and cash equivalents, beginning                              8,532
167,568            195,421
                                                        ---------------
---------------    ---------------

Cash and cash equivalents, end                         $         21,827   $
8,532   $        167,568
                                                        ===============
===============    ===============
</TABLE>
                             (continued)

                                F-33
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 12

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
financing activities

   The partnership has decreased its capital
      contribution obligation to the operating
      limited partnerships for low income tax
      credits not generated                            $              -   $
-   $              -
                                                        ===============
===============    ===============

   The partnership has adjusted its investment in
      operating limited partnerships for low-income
      tax credits not generated                        $          3,485   $
3,845   $          7,689
                                                        ===============
===============    ===============

   The partnership has applied notes receivable and
      advances against installments of capital
      contributions                                    $              -   $
-   $              -
                                                        ===============
===============    ===============
</TABLE>

                             (continued)

                                F-34
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 14

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $     (3,857,527)  $
(4,919,960)  $     (4,995,120)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Distribution from operating limited
          partnerships                                           19,270
3,624              1,967

      Share of losses from operating limited
          partnerships                                        3,031,945
4,150,179          4,120,449
      Amortization                                               29,189
39,017             68,502

      Changes in assets and liabilities

          Accounts payable and accrued expenses                 756,544
741,663            705,708
          Other assets                                                -
2,297            332,257
                                                        ---------------
---------------    ---------------

             Net cash provided by (used in) operating
                activities                                      (20,579)
16,820            233,763
                                                        ---------------
---------------    ---------------
Cash flows from investing activities

   Capital contributions paid to operating limited
      partnerships                                              (13,000)
(458,006)          (634,903)

   Repayment from (advance to) operating limited
      partnerships                                                    -
482,020                  -
   Purchase of investments                                     (336,000)
-                  -
                                                        ---------------
---------------    ---------------
             Net cash provided by (used in) investing
                activities                                     (349,000)
24,014           (634,903)
                                                        ---------------
---------------    ---------------

             NET INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS                                    (369,579)
40,834           (401,140)

Cash and cash equivalents, beginning                            686,170
645,336          1,046,476
                                                        ---------------
---------------    ---------------

Cash and cash equivalents, end                         $        316,591   $
686,170   $        645,336
                                                        ===============
===============    ===============
</TABLE>
                             (continued)

                                F-35
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

              Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 14

-----------------------------------------------------
                                                              1998
1997               1996
                                                        ---------------
---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
financing activities

   The partnership has decreased its capital
      contribution obligation to the operating
      limited partnerships for low income tax
      credits not generated                            $            681   $
-   $         28,070
                                                        ===============
===============    ===============
   The partnership has adjusted its investment in
      operating limited partnerships for low income
      tax credits not generated                        $          2,052   $
1,171   $          7,170
                                                        ===============
===============    ===============
   The partnership has applied notes receivable and
      advances against installments of capital
      contributions                                    $              -   $
902,811   $              -
                                                        ===============
===============    ===============
</TABLE>

                  See notes to financial statements

                               F-36
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

                    NOTES TO FINANCIAL STATEMENTS

                    March 31, 1998, 1997 and 1996

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Boston  Capital  Tax  Credit  Fund  II Limited Partnership  (the
   "partnership")  was  formed  under  the  laws  of  the State  of
   Delaware  on  June  28,  1989,  for  the  purpose  of acquiring,
   holding  and  disposing  of  limited  partnership  interests  in
   operating  limited  partnerships  which  will  acquire, develop,
   rehabilitate, operate  and  own  newly  constructed, existing or
   rehabilitated  low-income apartment complexes  which qualify for
   the  Low-Income  Housing  Tax  Credit  established  by  the  Tax
   Reform  Act of 1986.   Certain  of  the apartment complexes  may
   also  qualify  for   the   Historic  Rehabilitation  Tax  Credit
   for  their  rehabilitation  of a certified  historic  structure;
   accordingly,  the  apartment complexes are restricted as to rent
   charges  and  operating   methods  and   are   subject   to  the
   provisions of Section 42(g)(2)  of  the  Internal  Revenue  Code
   relating   to   the   Rehabilitation  Investment  Credit.    The
   general partner of the partnership is Boston Capital  Associates
   II Limited  Partnership and the limited partner is BCTC Assignor
   Corp. II (the "assignor limited partner").

   Pursuant  to  the Securities Act of 1933, the partnership filed
   a  Form S-11  Registration  Statement  with the Securities  and
   Exchange  Commission, effective  August 29, 1988, which covered
   the  offering  (the "Public  Offering")  of  the  partnership's
   beneficial    assignee   certificates   ("BACs")   representing
   assignments  of units of the beneficial interest of the limited
   partnership interest of  the  assignor  limited  partner.   The
   partnership   registered   20,000,000  BACs at $10  per BAC for
   sale to the public in  six series.    BACs  sold in  bulk  over
   $100,000 were  offered to  investors at a reduced cost per BAC.
   The  partnership  is  no longer selling any BACs related to any
   series.  The final closing in Series 14 was January 27, 1993.

   The BACs issued and  outstanding  in  each series at March 31,
   1998 and 1997 are as follows:

<TABLE>

<S>                                                     <C>
       Series 7                                         1,036,100
       Series 9                                         4,178,029
       Series 10                                        2,428,925
       Series 11                                        2,489,599
       Series 12                                        2,972,795
                                                        5,574,290
       Series 14                                      -----------

       Total                                           18,679,738
                                                      ===========
</TABLE>
   In  accordance  with  the limited partnership agreement,
   profits,  losses,  and  cash  flow  (subject to certain
   priority  allocations   and   distributions)  and   tax
   credits are allocated 99% to the assignees  and  1%  to
   the general partner.

                               F-37
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

   Organization Costs
   ------------------

   Initial  organization  and  offering  expenses,  common  to  all
   series,  were allocated on a percentage of equity raised to each
   series.

   Organization  costs  were  being  amortized on the straight-line
   method over sixty months.

   Accumulated  amortization for the years ended March 31, 1998 and
   1997 is as follows:

<TABLE>
                                                  1998               1997
                                            ---------------
---------------
<S>                                        <C>                <C>
       Series 7                            $         44,056   $
44,056
       Series 9                                     156,077
156,077
       Series 10                                     90,168
90,168
       Series 11                                     91,182
91,182
       Series 12                                    104,791
104,791
       Series 14                                    196,563
196,563
                                            ---------------
---------------
                                           $        682,837   $
682,837
                                            ===============
===============
</TABLE>
   Deferred Acquisition Costs
   --------------------------

   Deferred  acquisition costs are being amortized on the straight-
   line method starting April 1, 1995 over 27.5 years (330 months).

   As  of  April  1,  1995,  the  partnership  reclassified certain
   unallocated  acquisition  costs  included  in the investments in
   operating  limited  partnerships  to deferred acquisition costs.
   The  amounts include $23,920, $94,634, and $47,968 for Series 9,
   Series 10 and Series 11, respectively.

                                F-38
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

   Deferred Acquisition Costs (Continued)
   --------------------------

   Accumulated  amortization for the years ended March 31, 1998 and
   1997 is as follows:

<TABLE>
                                                 1998               1997
                                           ---------------
---------------
<S>                                      <C>                <C>
       Series 7                           $              -   $
-
       Series 9                                      2,610
1,740
       Series 10                                    10,324
6,883
       Series 11                                     5,233
3,489
       Series 12                                    39,951
26,634
       Series 14                                    87,568
58,379
                                           ---------------
---------------
                                          $        145,686   $
97,125
                                           ===============
===============
</TABLE>

   Income Taxes
   ------------

   No  provision  or  benefit for income taxes has been included in
   these  financial  statements since taxable income or loss passes
   through  to,  and  is  reportable by, the partners and assignees
   individually.

   Investments in Operating Limited Partnerships
   ---------------------------------------------

   The  partnership  accounts  for  its  investments  in  operating
   limited  partnerships  using  the  equity  method of accounting.
   Under  the  equity method of accounting, the partnership adjusts
   its  investment  cost  for  its  share of each operating limited
   partnership's  results of  operations  and for any distributions
   received  or  accrued.    However,  the  partnership  recognizes
   individual  operating  partnership  s  losses only to the extent
   that  the  fund  s share of losses of the operating partnerships
   exceeds  the  carrying  amount  of the investment.  Unrecognized
   losses  are  suspended  and  offset  against  future  individual
   operating  partnership's income.  No operating partnerships were
   acquired during 1996 or 1997.

                                F-39
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING
             POLICIES (Continued)

   Investments in Operating Limited Partnerships (Continued)
   ---------------------------------------------

   A  loss  in  value  of an investment in an operating partnership
   other   than  a  temporary  decline  would  be  recorded  as  an
   impairment  loss.    Impairment  is  measured  by  comparing the
   investment carrying amount to the sum of the total amount of the
   remaining  tax  credits  allocated  to  the  partnership and the
   estimated residual value of the investment.

   Capital  contributions to operating partnerships are adjusted by
   tax  credit  adjusters.    Tax  credit  adjusters are defined as
   adjustments  to  operating partnership capital contributions due
   to  reductions  in  actual  tax  credits  from  those originally
   projected.    The  partnership records tax credit adjusters as a
   reduction  in  investment  in operating partnerships and capital
   contributions payable.

   The  operating  partnerships maintain their financial statements
   based on a calendar year and the partnership utilizes a March 31
   year-end.  The fund records losses and income from the operating
   partnerships  on  a  calendar year basis which is not materially
   different  from  losses  and  income  generated if the operating
   partnerships utilized a March 31 year-end.

   The  partnership  records  capital  contributions payable to the
   operating  partnerships  once  there  is a binding obligation to
   fund  a  specified  amount.    The operating partnerships record
   capital contributions from the partnership when received.

   The  partnership  records acquisition cost as an increase in its
   investment  in   operating  partnerships.    Certain   operating
   partnerships  have  not  recorded  the  acquisition  costs  as a
   capital  contribution  from  the partnership.  These differences
   are shown as reconciling items in note C.

   Cash Equivalents
   ----------------

   Cash equivalents include tax-exempt sweep accounts, certificates
   of deposit, and money market accounts having original maturities
   at  date  of  acquisition of three months or less.  The carrying
   amounts approximates fair value because of the short maturity of
   these instruments.

                                F-40
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING
             POLICIES (Continued)

   Net Loss per Beneficial Assignee Certificate (Continued)
   --------------------------------------------

   Fiscal Year
   -----------

   For financial reporting, all the series use a March 31 year end,
   whereas  for  income  tax reporting, each series uses a calendar
   year.    The  operating limited partnerships use a calendar year
   for both financial and income tax reporting.

   Net Loss per Beneficial Assignee Certificate
   --------------------------------------------

   Net loss per beneficial assignee certificate is calculated based
   upon  the  weighted  average  number  of units outstanding.  The
   weighted  average  number of units outstanding in each series at
   March 31, 1998, 1997 and 1996 is as follows:

<TABLE>

 <S>                                              <C>
       Series 7                                         1,036,100
       Series 9                                         4,178,029
       Series 10                                        2,428,925
       Series 11                                        2,489,599
       Series 12                                        2,972,795
       Series 14                                        5,574,290
                                                  ---------------
       Total                                           18,679,738
                                                  ===============
</TABLE>

   Use of Estimates
   ----------------

   The  preparation  of  financial  statements  in  conformity with
   generally  accepted accounting principles requires management to
   make  estimates and assumptions that affect the reported amounts
   of  assets  and  liabilities and disclosure of contingent assets
   and  liabilities at the date of the financial statements and the
   reported  amounts  of  revenue and expenses during the reporting
   period.  Actual results could differ from those estimates.

   Investments Held to Maturity
   ----------------------------

   Investments  held to maturity consist of certificates of deposit
   with original maturities greater than 90 days and are carried at
   amortized cost which approximates fair value.

                                F-41
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING
             POLICIES (Continued)

   Adoption of Accounting Standard
   -------------------------------

   On   March  31,  1997,  the  partnership  adopted  Statement  of
   Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per
   Share"  and  SFAS  No.  129,  "Disclosure  of  Information about
   Capital  Structure."    SFAS  No.  128  provides  accounting and
   reporting  standards for the amount of earnings per share.  SFAS
   No.  129  requires  the  disclosure  in  summary form within the
   financial  statements  of pertinent rights and privileges of the
   various  securities  outstanding.    The implementation of these
   standards   has   not  materially  affected   the  partnership's
   financial statements.

   In  June  1997,  the Financial Accounting Standards Board issued
   SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
   "Disclosures   about  Segments  of  an  Enterprise  and  Related
   Information."    In  February  1998,  the  Financial  Accounting
   Standards  Board  issued  SFAS  No. 132, "Employees  Disclosures
   about  Pensions  and  Other Post-retirement Benefits."  SFAS No.
   130  is  effective  for years beginning after December 15, 1997.
   SFAS No. 131 and No. 132 are effective for years beginning after
   December 31, 1997 and early adoption is encouraged.

   The  partnership  does not have any items of other comprehensive
   income,  does not have other segments of its business or when to
   report,  and does not have any pensions or other post-retirement
   benefits.    Consequently,  these pronouncements are expected to
   have no effect on the partnership's financial statements.

NOTE B - RELATED PARTY TRANSACTIONS

   During  the  years  ended  March  31,  1998,  1997 and 1996, the
   partnership  entered  into  several  transactions  with  various
   affiliates  of  the  general  partner,  including Boston Capital
   Partners,  Inc.,  Boston  Capital Services, Inc., Boston Capital
   Holdings   Limited   Partnership,   and  Boston   Capital  Asset
   Management   Limited   Partnership   (formerly   Boston  Capital
   Communications Limited Partnership) as follows:

                                F-42
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE B - RELATED PARTY TRANSACTIONS (Continued)

   Boston  Capital  Asset  Management Limited Partnership (formerly
   Boston  Capital  Communications Limited Partnership) is entitled
   to  an  annual partnership management fee based on .5 percent of
   the  aggregate  cost  of all apartment complexes acquired by the
   operating  limited  partnerships,  less  the  amount  of certain
   partnership management and reporting fees paid or payable by the
   operating limited partnerships.  The aggregate cost is comprised
   of  the  capital  contributions  made  by  each  series  to  the
   operating limited partnership and 99% of the permanent financing
   at   the  operating  limited  partnership  level.    The  annual
   partnership  management  fees charged to each series  operations
   during  the  years  ended  March  31, 1998, 1997 and 1996 are as
   follows:

<TABLE>
                                                 1998               1997
1996
                                           ---------------
---------------    ---------------
<S>                                        <C>                <C>
<C>
       Series 7                           $        111,089   $
106,774   $        107,256
       Series 9                                    547,218
539,985            560,971
       Series 10                                   321,682
324,407            343,505
       Series 11                                   298,613
291,053            284,604
       Series 12                                   360,155
347,953            353,184
       Series 14                                   675,616
663,654            707,026
                                           ---------------
---------------    ---------------
                                          $      2,314,373   $
2,273,826   $      2,356,546
                                           ===============
===============    ===============
</TABLE>

   General  and  administrative expenses incurred by Boston Capital
   Partners, Inc., Boston Capital Holdings Limited Partnership, and
   Boston  Capital  Asset  Management Limited Partnership (formerly
   Boston  Capital  Communications  Limited Partnership) during the
   years  ended  March  31,  1998,  1997  and  1996 charged to each
   series  operations are as follows:

<TABLE>
                                                1998               1997
1996
                                          ---------------
---------------    ---------------
<S>                                       <C>                <C>
<C>
       Series 7                          $          2,441   $
518   $            742
       Series 9                                    15,327
15,827             17,895
       Series 10                                   18,402
12,050             12,777
       Series 11                                   16,420
10,562             12,577
       Series 12                                   13,492
13,990             16,322
       Series 14                                   37,157
25,277             24,618
                                          ---------------
---------------    ---------------
                                         $        103,239   $
78,224   $         84,931
                                          ===============
===============    ===============
</TABLE>

                               F-43
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE B - RELATED PARTY TRANSACTIONS (Continued)

   Accounts  payable  -  affiliates  at  March  31,  1998  and 1997
   represents  general  and  administrative  expenses,  partnership
   management  fees,  and may include advances which are payable to
   Boston  Capital  Partners, Inc., Boston Capital Holdings Limited
   Partnership,  Boston  Capital Services, Inc., and Boston Capital
   Asset Management Limited Partnership.  The carrying value of the
   accounts payable - affiliates approximates fair value.

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

   At  March  31,  1998  and  1997,  the  partnership  has  limited
   partnership  interests  in  operating limited partnerships which
   own  operating  apartment  complexes.    The number of operating
   limited  partnerships  in  which  the  partnership  has  limited
   partnership  interests  at March 31, 1998 and 1997 by series are
   as follows:

<TABLE>
                                                      1998 and 1997
                                                    ---------------
<S>                                                 <C>
       Series 7                                                  15
       Series 9                                                  55
       Series 10                                                 46
       Series 11                                                 40
       Series 12                                                 53
       Series 14                                                101
                                                    ---------------
                                                                310
                                                    ===============
</TABLE>
   Under  the  terms  of  the  partnership  s  investment  in  each
   operating  limited  partnership,  the partnership is required to
   make    capital   contributions   to   the   operating   limited
   partnerships.    These contributions are payable in installments
   over  several  years  upon  each  operating  limited partnership
   achieving specified levels of construction or operations.

                               F-44
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  contributions  payable to operating limited partnerships at
   March 31, 1998 and 1997 by series are as follows:

<TABLE>
                                                           1998
1997
                                                     ---------------
---------------
<S>                                                  <C>
<C>
       Series 7                                    $               -      $
-
       Series 9                                                4,590
4,590
       Series 10                                                   -
-
       Series 11                                              22,528
27,528
       Series 12                                              11,405
11,405
       Series 14                                             329,894
343,575
                                                     ---------------
---------------
                                                   $         368,417      $
387,098
                                                     ===============
===============
</TABLE>

                                F-45
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  partnership's investments in operating limited partnerships
   at March 31, 1998 are summarized as follows:

<TABLE>
                                                                      Total
<S>                                                           <C>

---------------
   Capital contributions paid and to be paid to operating
   limited partnerships, net of tax credit adjusters          $
133,483,117

   Acquisition costs of operating limited partnerships
22,387,381

   Cumulative distributions from operating limited
   partnerships
(433,776)

   Cumulative losses from operating limited partnerships
(94,596,745)

---------------
   Investment per balance sheet
60,839,977

   The partnership (has recorded) or has not recorded
   capital contributions to the operating limited
   partnerships during the year ended March 31, 1998,
   which (have not) have been included in the
   partnerships  capital accounts included in the
   operating limited partnerships  financial statements as
   of December 31, 1997 (See note A)
(2,619,980)

   The partnership has recorded acquisition costs at March
   31, 1998, which have not been recorded in the net
   assets of the operating limited partnerships (see note
   A)
(2,577,204)

   Cumulative losses from operating limited partnerships
   for the three months ended  March 31, 1998, which the
   operating limited partnerships have not included in
   their capital as of December 31, 1997 due to different
   year ends (see note A)
5,109,374

   Equity in loss of operating limited partnerships not
   recognizable under the equity method of accounting (see
   note A)
(9,596,954)

   The partnership has recorded low-income housing tax
   credit adjusters not recorded by operating partnerships
   (see note A)
1,524,819

   Other
97,038

---------------
   Equity per operating limited partnerships  combined
   financial statements                                       $
52,777,070

===============
</TABLE>

                                F-46
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  partnership's investments in operating limited partnerships
   at March 31, 1998 are summarized as follows:
<TABLE>
                                                            Series 7
Series 9           Series 10
                                                        ----------------
----------------   ----------------
<S>                                                     <C>
<C>                <C>
   Capital contributions paid and to be paid to
   operating limited partnerships, net of tax credit
   adjusters                                           $      7,486,177   $
29,796,871   $     17,581,651

   Acquisition costs of operating limited
   partnerships                                               1,302,313
5,201,737          2,958,341

   Cumulative distributions from operating limited
   partnerships                                                  (2,258)
(43,005)           (23,359)

   Cumulative losses from operating limited
   partnerships                                              (7,300,906)
(24,133,896)       (12,305,174)
                                                        ---------------
---------------    ---------------
   Investment per balance sheet                               1,485,326
10,821,707          8,211,459

   The partnership (has recorded) or has not
   recorded capital contributions to the operating
   limited partnerships during the year ended March
   31, 1998, which (have not) have been included in
   the partnerships  capital accounts included in
   the operating limited partnerships  financial
   statements as of December 31, 1997 (see note A)               24,274
(339,406)           (11,530)

   The partnership has recorded acquisition costs at
   March 31, 1998, which have not been recorded in
   the net assets of the operating limited
   partnerships (see note A)                                   (461,143)
(185,244)            (9,836)

   Cumulative losses from operating limited
   partnerships for the three months ended March 31,
   1998, which the operating limited partnerships
   have not included in their capital as of December
   31, 1997 due to different year ends (see note A)             125,066
1,134,799            776,692

   Equity in loss of operating limited partnerships
   not recognizable under the equity method of
   accounting (see note A)                                   (2,854,029)
(2,967,867)        (1,137,095)

  The partnership has recorded low-income housing
   tax credit adjusters not recorded by operating
   limited partnerships (see note A)                            (11,992)
231,710             93,713

   Other                                                        (10,630)
38,185            (46,363)
                                                        ---------------
---------------    ---------------
   Equity per operating limited partnerships
   combined financial statements                       $     (1,703,128)  $
8,733,884   $      7,877,040
                                                        ===============
===============    ===============
</TABLE>

                                F-47
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  partnership's investments in operating limited partnerships
   at March 31, 1998 are summarized as follows:

<TABLE>
                                                            Series 11
Series 12          Series 14
                                                        ----------------
----------------    ---------------
<S>                                                     <C>
<C>                 <C>
   Capital contributions paid and to be paid to
   operating limited partnerships, net of tax credit
   adjusters                                           $     17,701,870   $
21,394,399   $     39,522,149

   Acquisition costs of operating limited
   partnerships                                               3,069,084
3,398,377          6,457,529

   Cumulative distributions from operating limited
   partnerships                                                (239,296)
(29,166)           (96,692)

   Cumulative losses from operating limited
   partnerships                                             (10,658,716)
(14,177,769)       (26,020,284)
                                                        ---------------
---------------    ---------------
   Investment per balance sheet                               9,872,942
10,585,841         19,862,702

   The partnership (has recorded) or has not
   recorded capital contributions to the operating
   limited partnerships during the year ended March
   31, 1998, which (have not) have been included in
   the partnerships  capital accounts included in
   the operating limited partnerships  financial
   statements as of December 31, 1997 (see note A)             (231,881)
(602,177)        (1,459,260)

   The partnership has recorded acquisition costs at
   March 31, 1998, which have not been recorded in
   the net assets of the operating limited
   partnerships (see note A)                                   (519,482)
(315,858)        (1,085,641)

   Cumulative losses from operating limited
   partnerships for the three months ended March 31,
   1998, which the operating limited partnerships
   have not included in their capital as of December
   31, 1997 due to different year ends (see note A)             721,702
613,706          1,737,409

   Equity in loss of operating limited partnerships
   not recognizable under the equity method of
   accounting (see note A)                                   (1,049,548)
(654,438)          (933,977)

  The partnership has recorded low-income housing
   tax credit adjusters not recorded by operating
   limited partnerships (see note A)                            106,366
148,948            956,074

   Other                                                        199,237
49,178           (132,569)
                                                        ---------------
---------------    ---------------
   Equity per operating limited partnerships
   combined financial statements                       $      9,099,336   $
9,825,200   $     18,944,738
                                                        ===============
===============    ===============
</TABLE>
                                F-48
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  partnership's investments in operating limited partnerships
   at March 31, 1997 are summarized as follows:

<TABLE>

Total

---------------
<S>
<C>
   Capital contributions paid and to be paid to operating limited
partnerships, net of tax
   credit adjusters
$    133,498,465

   Acquisition costs of operating limited partnerships
22,387,381

   Cumulative distributions from operating limited partnerships
(389,770)

   Cumulative losses from operating limited partnerships
(86,023,312)

---------------
   Investment per balance sheet
69,472,764

   The partnership (has recorded) or has not recorded capital contributions
to the
   operating limited partnerships during the year ended March 31, 1997,
which (have not)
   have been included in the partnerships  capital accounts included in the
operating
   limited partnerships  financial statements as of December 31, 1996 (See
note A)                 (2,468,695)

   The partnership has recorded acquisition costs at March 31, 1997, which
have not been
   recorded in the net assets of the operating limited partnerships (see
note A)                   (2,577,205)

   Cumulative losses from operating limited partnerships for the three
months ended  March
   31, 1997, which the operating limited partnerships have not included in
their capital
   as of
   December 31, 1996 due to different year ends (see note A)
5,109,374

   Equity in loss of operating limited partnerships not recognizable under
the equity
   method of accounting (see note A)
(6,085,976)

   The partnership has recorded low-income housing tax credit adjusters not
recorded by
   operating partnerships (see note A)
1,488,703

   Other
27,515

---------------
   Equity per operating limited partnerships  combined financial statements
$     64,966,480

===============
</TABLE>

                                F-49
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  partnership's investments in operating limited partnerships
   at March 31, 1997 are summarized as follows:

<TABLE>
                                                            Series 7
Series 9           Series 10
                                                        ----------------
----------------   ----------------
<S>                                                     <C>
<C>                 <C>
   Capital contributions paid and to be paid to
   operating limited partnerships, net of tax credit
   adjusters                                           $      7,486,177   $
29,800,599   $     17,581,651

   Acquisition costs of operating limited
   partnerships                                               1,302,313
5,201,737          2,958,341

   Cumulative distributions from operating limited
   partnerships                                                  (2,258)
(39,615)           (18,328)

   Cumulative losses from operating limited
   partnerships                                              (7,014,865)
(22,434,111)       (11,297,069)
                                                        ---------------
---------------    ---------------
   Investment per balance sheet                               1,771,367
12,528,610          9,224,595

   The partnership (has recorded) or has not
   recorded capital contributions to the operating
   limited partnerships during the year ended March
   31, 1997, which (have not) have been included in
   the partnerships  capital accounts included in
   the operating limited partnerships  financial
   statements as of December 31, 1996 (see note A)               24,274
(345,499)           (11,530)

   The partnership has recorded acquisition costs at
   March 31, 1997, which have not been recorded in
   the net assets of the operating limited
   partnerships (see note A)                                   (461,143)
(185,244)            (9,836)

   Cumulative losses from operating limited
   partnerships for the three months ended March 31,
   1997, which the operating limited partnerships
   have not included in their capital as of December
   31, 1996 due to different year ends (see note A)             125,066
1,134,799            776,692

  Equity in loss of operating limited partnerships
   not recognizable under the equity method of
   accounting (see note A)                                   (2,420,144)
(2,029,532)          (633,921)

   The partnership has recorded low-income housing
   tax credit adjusters not recorded by operating
   limited partnerships (see note A)                            (11,992)
227,982             93,713

   Other                                                        (10,631)
38,661            (51,388)
                                                        ---------------
---------------    ---------------
   Equity per operating limited partnerships
   combined financial statements                       $       (983,203)  $
11,369,777   $      9,388,325
                                                        ===============
===============    ===============
</TABLE>
                                F-50
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  partnership's investments in operating limited partnerships
   at March 31, 1997 are summarized as follows:

<TABLE>
                                                            Series 11
Series 12          Series 14
                                                        ----------------
----------------   ---------------
<S>                                                     <C>
<C>                 <C>
   Capital contributions paid and to be paid to
   operating limited partnerships, net of tax credit
   adjusters                                           $     17,707,593   $
21,398,244   $     39,524,201

   Acquisition costs of operating limited
   partnerships                                               3,069,084
3,398,377          6,457,529

   Cumulative distributions from operating limited
   partnerships                                                (229,296)
(22,851)           (77,422)

   Cumulative losses from operating limited
   partnerships                                              (9,461,406)
(12,827,522)       (22,988,339)
                                                        ---------------
---------------    ---------------
   Investment per balance sheet                              11,085,975
11,946,248         22,915,969

   The partnership (has recorded) or has not
   recorded capital contributions to the operating
   limited partnerships during the year ended March
   31, 1997, which (have not) have been included in
   the partnerships  capital accounts included in
   the operating limited partnerships  financial
   statements as of December 31, 1996 (see note A)             (163,881)
(600,610)        (1,371,449)

   The partnership has recorded acquisition costs at
   March 31, 1997, which have not been recorded in
   the net assets of the operating limited
   partnerships (see note A)                                   (519,483)
(315,858)        (1,085,641)

   Cumulative losses from operating limited
   partnerships for the three months ended March 31,
   1997, which the operating limited partnerships
   have not included in their capital as of December
   31, 1996 due to different year ends (see note A)             721,702
613,706          1,737,409

  Equity in loss of operating limited partnerships
   not recognizable under the equity method of
   accounting (see note A)                                     (488,932)
(203,956)          (309,491)

   The partnership has recorded low-income housing
   tax credit adjusters not recorded by operating
   limited partnerships (see note A)                            100,643
148,948            929,409

   Other                                                        199,264
15,446           (163,837)
                                                        ---------------
---------------    ---------------
   Equity per operating limited partnerships
   combined financial statements                       $     10,935,288   $
11,603,924   $     22,652,369
                                                        ===============
===============    ===============
</TABLE>
                                F-51
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  combined summarized balance sheets of the operating limited
   partnerships  in  which  series  7, 9 through 12, and 14 hold an
   interest as of December 31, 1997 are as follows

<TABLE>
                                        COMBINED SUMMARIZED BALANCE SHEETS

                                                     Total         Series 7
Series 9        Series 10
                                                -------------
-------------   -------------   -------------
<S>                                       <C>                <C>
<C>            <C>
                     ASSETS

   Buildings and improvements, net of
      accumulated depreciation                 $  490,567,380  $
20,683,120  $   95,427,592  $   59,805,436

   Land                                            31,344,813
1,871,570       6,035,503       4,073,162

   Other assets                                    37,442,703
1,560,626       6,800,768       6,299,213
                                                -------------
-------------   -------------   -------------
                                               $  559,354,896  $
24,115,316  $  108,263,863  $   70,177,811
                                                =============
=============   =============   =============

        LIABILITIES AND PARTNERS' CAPITAL

   Mortgage and construction loans payable     $  418,158,409  $
19,437,579  $   87,183,047  $   56,450,825

   Accounts payable and accrued expenses           11,890,156
2,555,081       3,575,180         680,340

   Other liabilities                               31,438,442
2,081,135       7,466,222       2,759,457
                                                -------------
-------------   -------------   -------------
                                                  461,487,007
24,073,795      98,224,449      59,890,622
                                                -------------
-------------   -------------   -------------
   PARTNERS  CAPITAL

      Boston Capital Tax Credit Fund II
          Limited Partnership                      52,777,070
(1,703,128)      8,733,884       7,877,040

      Other partners                               45,090,819
1,744,649       1,305,530       2,410,149
                                                -------------
-------------   -------------   -------------
                                                   97,867,889
41,521      10,039,414      10,287,189
                                                -------------
-------------   -------------   -------------
                                               $  559,354,896  $
24,115,316  $  108,263,863  $   70,177,811
                                                =============
=============   =============   =============
</TABLE>

                                F-52
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  combined summarized balance sheets of the operating limited
   partnerships  in  which  series  7, 9 through 12, and 14 hold an
   interest as of December 31, 1997 are as follows:

<TABLE>
                                  COMBINED SUMMARIZED BALANCE SHEETS -
CONTINUED

                                                                  Series 11
Series 12       Series 14

-------------   -------------   -------------
<S>                                                             <C>
<C>            <C>
                      ASSETS

   Buildings and improvements, net of
      accumulated depreciation                                 $
59,638,023  $   87,252,862  $  167,760,347

   Land
3,234,637       5,010,480      11,119,461

   Other assets
5,707,901       5,639,803      11,434,392

-------------   -------------   -------------
                                                               $
68,580,561  $   97,903,145  $  190,314,200

=============   =============   =============

        LIABILITIES AND PARTNERS' CAPITAL

   Mortgage and construction loans payable                     $
51,903,045  $   67,131,203  $  136,052,710

   Accounts payable and accrued expenses
1,568,909       1,612,020       1,898,626

   Other liabilities
2,458,523       5,779,176      10,893,929

-------------   -------------   -------------

55,930,477      74,522,399     148,845,265

-------------   -------------   -------------
   PARTNERS  CAPITAL

      Boston Capital Tax Credit Fund II
          Limited Partnership
9,099,336       9,825,200      18,944,738

      Other partners
3,550,748      13,555,546      22,524,197

-------------   -------------   -------------

12,650,084      23,380,746      41,468,935

-------------   -------------   -------------
                                                               $
68,580,561  $   97,903,145  $  190,314,200

=============   =============   =============
</TABLE>

                                F-53
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  combined summarized balance sheets of the operating limited
   partnerships  in  which  series  7, 9 through 12, and 14 hold an
   interest as of December 31, 1996 are as follows:

<TABLE>
                                  COMBINED SUMMARIZED BALANCE SHEETS -
CONTINUED

                                                     Total         Series 7
Series 9        Series 10
                                                --------------
-------------  --------------   -------------
<S>                                             <C>              <C>
<C>              <C>
                      ASSETS

   Buildings and improvements, net of
      accumulated depreciation                 $  510,675,769  $
21,619,257  $   99,459,012  $   62,471,017

   Land                                            31,448,023
1,871,570       6,043,933       4,072,051

   Other assets                                    34,514,735
1,644,350       6,332,153       5,383,804
                                                -------------
-------------   -------------   -------------
                                               $  576,638,527  $
25,135,177  $  111,835,098  $   71,926,872
                                                =============
=============   =============   =============

        LIABILITIES AND PARTNERS' CAPITAL

   Mortgage and construction loans payable     $  419,841,875  $
19,725,342  $   87,607,507  $   56,111,510

   Accounts payable and accrued expenses           11,357,882
2,127,882       3,136,395         861,747

   Other liabilities                               30,564,306
2,029,817       7,340,235       2,792,063
                                                -------------
-------------   -------------   -------------
                                                  461,764,063
23,883,041      98,084,137      59,765,320
                                                -------------
-------------   -------------   -------------
   PARTNERS  CAPITAL

      Boston Capital Tax Credit Fund II
          Limited Partnership                      64,966,480
(983,203)     11,369,777       9,388,325

      Other partners                               49,907,984
2,235,339       2,381,184       2,773,227
                                                -------------
-------------   -------------   -------------
                                                  114,874,464
1,252,136      13,750,961      12,161,552
                                                -------------
-------------   -------------   -------------
                                               $  576,638,527  $
25,135,177  $  111,835,098  $   71,926,872
                                                =============
=============   =============   =============
</TABLE>

                                F-54
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  combined summarized balance sheets of the operating limited
   partnerships  in  which  series  7, 9 through 12, and 14 hold an
   interest as of December 31, 1996 are as follows:

<TABLE>
                                  COMBINED SUMMARIZED BALANCE SHEETS -
CONTINUED

                                                                   Series
11       Series 12       Series 14

--------------  --------------  --------------
<S>                                                              <C>
<C>              <C>
                      ASSETS

   Buildings and improvements, net of
      accumulated depreciation                                 $
62,414,776  $   90,721,825  $  173,989,882

   Land
3,239,961       5,011,397      11,209,111

   Other assets
5,433,275       5,149,548      10,571,605

-------------   -------------   -------------
                                                               $
71,088,012  $  100,882,770  $  195,770,598

=============   =============   =============

        LIABILITIES AND PARTNERS' CAPITAL

   Mortgage and construction loans payable                     $
52,099,557  $   66,926,828  $  137,371,131

   Accounts payable and accrued expenses
1,669,503       1,582,294       1,980,061

   Other liabilities
2,525,818       5,847,967      10,028,406

-------------   -------------   -------------

56,294,878      74,357,089     149,379,598

-------------   -------------   -------------
   PARTNERS  CAPITAL

      Boston Capital Tax Credit Fund II
          Limited Partnership
10,935,288      11,603,924      22,652,369

      Other partners
3,857,846      14,921,757      23,738,631

-------------   -------------   -------------

14,793,134      26,525,681      46,391,000

-------------   -------------   -------------
                                                               $
71,088,012  $  100,882,770  $  195,770,598

=============   =============   =============
</TABLE>

                                F-55
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The   combined   summarized  statements  of  operations  of  the
   operating  limited  partnerships for the year ended December 31,
   1997 in which series 7, 9 through 12, and 14 hold an interest as
   of December 31, 1997 are as follows:

<TABLE>
                                   COMBINED SUMMARIZED STATEMENTS OF
OPERATIONS

                                           Year ended December 31, 1997

                                                     Total         Series 7
Series 9        Series 10
                                                -------------
-------------   -------------   -------------
<S>                                             <C>              <C>
<C>              <C>
   Revenue
      Rental                                   $   60,866,377  $
3,005,781  $   11,454,200  $    8,322,402
      Interest and other                            3,044,223
127,508         894,873         450,055

      Gain on extinguishment of debt                        -
-               -               -
                                                -------------
-------------   -------------   -------------
                                                   63,910,600
3,133,289      12,349,073       8,772,457
                                                -------------
-------------   -------------   -------------
   Expenses
      Interest                                     23,080,731
1,212,064       4,653,093       2,836,343

      Depreciation and amortization                21,881,301
1,006,534       4,392,318       2,876,203

      Taxes and insurance                           7,907,163
393,005       1,657,582       1,171,139

      Repairs and maintenance                       9,379,705
596,308       1,688,160       1,251,379
      Operating expenses                           17,506,671
981,168       3,281,675       2,311,856
      Impairment loss                                       -
-               -               -
      Other expenses                                1,645,450
58,827         395,456         185,945
                                                -------------
-------------   -------------   -------------
                                                   81,401,021
4,247,906      16,068,284      10,632,865
                                                -------------
-------------   -------------   -------------
             NET LOSS                          $  (17,490,421) $
(1,114,617) $   (3,719,211) $   (1,860,408)
                                                =============
=============   =============   =============
   Net loss allocated to Boston Capital Tax
      Credit Fund II Limited Partnership*      $  (12,084,411) $
(719,926) $   (2,638,120) $   (1,511,279)
                                                =============
=============   =============   =============

   Net loss allocated to other partners        $   (5,406,010) $
(394,691) $   (1,081,091) $     (349,129)
                                                =============
=============   =============   =============
</TABLE>

  *  Amounts   include  $433,885,  $938,335,  $503,174,  $560,616,
      $450,482  and  $624,486  for  Series  7, Series 9, Series 10,
      Series 11, Series 12 and Series 14, respectively, of loss not
      recognized under the equity method of accounting as described
      in note A.

                                F-56
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The   combined   summarized  statements  of  operations  of  the
   operating  limited  partnerships for the year ended December 31,
   1997 in which series 7, 9 through 12, and 14 hold an interest as
   of December 31, 1997 are as follows:

<TABLE>
                             COMBINED SUMMARIZED STATEMENTS OF OPERATIONS -
CONTINUED

                                           Year ended December 31, 1997

                                                                   Series
11       Series 12       Series 14

-------------   -------------   -------------
<S>                                                              <C>
<C>              <C>
   Revenue
      Rental                                                   $
7,846,610  $    9,757,092  $   20,480,292
      Interest and other
359,822         418,119         793,846

      Gain on extinguishment of debt
-               -               -

-------------   -------------   -------------

8,206,432      10,175,211      21,274,138

-------------   -------------   -------------
   Expenses
      Interest
2,794,082       3,550,707       8,034,442

      Depreciation and amortization
2,983,261       3,753,430       6,869,555

      Taxes and insurance
1,022,372       1,291,332       2,371,733

      Repairs and maintenance
1,204,789       1,499,444       3,139,625

      Operating expenses
2,175,920       2,925,854       5,830,198
      Impairment loss
-               -               -
      Other expenses
87,129         298,739         619,354

-------------   -------------   -------------

10,267,553      13,319,506      26,864,907

-------------   -------------   -------------
             NET LOSS                                          $
(2,061,121) $   (3,144,295) $   (5,590,769)

=============   =============   =============

   Net income (loss) allocated to Boston
      Capital Tax Credit Fund II Limited
      Partnership*                                             $
(1,757,926) $   (1,800,729) $   (3,656,431)

=============   =============   =============

   Net loss allocated to other partners                        $
(303,195) $   (1,343,566) $   (1,934,338)

=============   =============   =============
</TABLE>

  *  Amounts   include  $433,885,  $938,335,  $503,174,  $560,616,
      $450,482  and  $624,486  for  Series  7, Series 9, Series 10,
      Series 11, Series 12 and Series 14, respectively, of loss not
      recognized under the equity method of accounting as described
      in note A.


                                F-57
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  combined   summarized   statements  of  operations  of  the
   operating  limited  partnerships for the year ended December 31,
   1996 in which series 7, 9 through 12, and 14 hold an interest as
   of December 31, 1996 are as follows:

<TABLE>
                                   COMBINED SUMMARIZED STATEMENTS OF
OPERATIONS

                                           Year ended December 31, 1996

                                                     Total         Series 7
Series 9        Series 10
                                                -------------
-------------   -------------   -------------
<S>                                             <C>              <C>
<C>              <C>
   Revenue
      Rental                                   $   58,961,658  $
2,949,168  $   11,010,403  $    8,155,351
      Interest and other                            2,411,868
148,591         502,216         354,109

      Gain on extinguishment of debt               16,082,731
7,086,275               -               -
                                                -------------
-------------   -------------   -------------
                                                   77,456,257
10,184,034      11,512,619       8,509,460
                                                -------------
-------------   -------------   -------------
   Expenses
      Interest                                     22,585,425
1,248,725       4,353,890       2,731,337

      Depreciation and amortization                24,446,031
1,659,202       4,572,101       2,886,971

      Taxes and insurance                           7,813,912
394,466       1,694,007       1,133,757

      Repairs and maintenance                       8,456,129
497,519       1,546,652       1,108,104
      Operating expenses                           17,164,115
928,994       3,309,520       2,282,111
      Impairment loss                              21,537,150
10,768,575       2,344,000               -
      Other expenses                                1,611,433
153,563         222,707         203,371
                                                -------------
-------------   -------------   -------------
                                                  103,614,195
15,651,044      18,042,877      10,345,651
                                                -------------
-------------   -------------   -------------
             NET LOSS                          $  (26,157,938) $
(5,467,010) $   (6,530,258) $   (1,836,191)
                                                =============
=============   =============   =============

   Net loss allocated to Boston Capital Tax
      Credit Fund II Limited Partnership*      $  (15,273,526) $
(3,057,372) $   (4,374,517) $   (1,578,005)
                                                =============
=============   =============   =============

   Net loss allocated to other partners        $  (10,884,412) $
(2,409,638) $   (2,155,741) $     (258,186)
                                                =============
=============   =============   =============
</TABLE>

  *  Amounts  include  $1,931,030, $1,713,703, $411,077, $399,572,
      $169,086  and  $184,060  for  Series  7, Series 9, Series 10,
      Series 11, Series 12 and Series 14, respectively, of loss not
      recognized under the equity method of accounting as described
      in note A.

                                F-58
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

   The  combined   summarized   statements  of  operations  of  the
   operating  limited  partnerships for the year ended December 31,
   1996 in which series 7, 9 through 12, and 14 hold an interest as
   of December 31, 1996 are as follows:

<TABLE>
                             COMBINED SUMMARIZED STATEMENTS OF OPERATIONS -
CONTINUED

                                           Year ended December 31, 1996

                                                                   Series
11       Series 12       Series 14

-------------   -------------   -------------
<S>                                                              <C>
<C>              <C>
   Revenue
      Rental                                                   $
7,651,444  $    9,513,804  $   19,681,488
      Interest and other
323,198         381,167         702,587

      Gain on extinguishment of debt
1,910,181               -       7,086,275

-------------   -------------   -------------

9,884,823       9,894,971      27,470,350

-------------   -------------   -------------
   Expenses
      Interest
2,824,169       3,670,176       7,757,128

      Depreciation and amortization
2,979,535       4,341,452       8,006,770

      Taxes and insurance
996,614       1,282,895       2,312,173

      Repairs and maintenance
1,016,852       1,305,890       2,981,112

      Operating expenses
2,041,473       2,817,436       5,784,581
      Impairment loss
-               -       8,424,575
      Other expenses
113,355         320,894         597,543

-------------   -------------   -------------

9,971,998      13,738,743      35,863,882

-------------   -------------   -------------
             NET LOSS                                          $
(87,175) $   (3,843,772) $   (8,393,532)

=============   =============   =============

   Net income (loss) allocated to Boston
      Capital Tax Credit Fund II Limited
      Partnership*                                             $
179,458  $   (2,108,851) $   (4,334,239)

=============   =============   =============

   Net loss allocated to other partners                        $
(266,633) $   (1,734,921) $   (4,059,293)

=============   =============   =============
</TABLE>

  *  Amounts  include  $1,931,030, $1,713,703, $411,077, $399,572,
      $169,086  and  $184,060  for  Series  7, Series 9, Series 10,
      Series 11, Series 12 and Series 14, respectively, of loss not
      recognized under the equity method of accounting as described
      in note A.


                                F-59
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
             TAX RETURN

   For  income  tax  purposes,  the  partnership  reports  using  a
   December  31  year end.  The partnership's net income (loss) for
   financial  reporting  and tax return purposes for the year ended
   March 31, 1998 are reconciled as follows:

<TABLE>
                                                     Total         Series 7
Series 9        Series 10
                                                -------------
-------------   -------------   -------------
<S>                                             <C>              <C>
<C>              <C>
   Net income (loss) for financial reporting
      purposes, March 31, 1998                 $  (11,313,561) $
(421,474) $   (2,299,343) $   (1,391,350)

   Operating limited partnership rents
      received in advance                               8,213
(2,682)          9,078          (1,127)

   Partnership management fees not recognized
      for tax purposes                              2,509,932
113,148         575,784         355,512

   Tax exempt interest income                               -
-               -               -

   Other                                             (802,323)
187,685        (250,638)        (25,546)

   Operating limited partnership loss not
      allowed for financial reporting under
      equity method of accounting                  (3,510,977)
(433,884)       (938,335)       (503,174)

   Excess of tax depreciation over book
      depreciation on operating limited
      partnership assets                           (1,880,059)
(260,145)       (342,599)       (126,715)

   Difference due to fiscal year for book
      purposes and calendar year for tax
      purposes                                         28,560
(84)          5,231           5,525

   Impairment loss not recognized for tax
      purposes                                              -
-               -               -
                                                -------------
-------------   -------------   -------------

   Income (loss) for tax return purposes,
      December 31, 1997                        $  (14,960,215) $
(817,436) $   (3,240,822) $   (1,686,875)
                                                =============
=============   =============   =============
</TABLE>

                                F-60
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   For  income  tax  purposes,  the  partnership  reports  using  a
   December  31  year end.  The partnership's net income (loss) for
   financial  reporting  and tax return purposes for the year ended
   March 31, 1998 are reconciled as follows:

<TABLE>
                                                                   Series
11       Series 12       Series 14

-------------   -------------   -------------
<S>                                                              <C>
<C>              <C>
   Net income (loss) for financial reporting
      purposes, March 31, 1998                                 $
(1,549,286) $   (1,794,581) $   (3,857,527)

   Operating limited partnership rents
      received in advance
(138)         (1,742)          4,824

   Partnership management fees not recognized
      for tax purposes
325,680         383,268         756,540

   Tax exempt interest income
-               -               -

   Other
50,360        (164,594)       (599,590)

   Operating limited partnership loss not
      allowed for financial reporting under
      equity method of accounting
(560,616)       (450,482)       (624,486)

   Excess of tax depreciation over book
      depreciation on operating limited
      partnership assets
(162,458)       (393,680)       (594,462)

   Difference due to fiscal year for book
      purposes and calendar year for tax
      purposes
(768)          1,677          16,979

   Impairment loss not recognized for tax
      purposes
-               -               -

-------------   -------------   -------------

   Income (loss) for tax return purposes,
      December 31, 1997                                        $
(1,897,226) $   (2,420,134) $   (4,897,722)

=============   =============   =============
</TABLE>

                                F-61
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   For  income  tax  purposes,  the  partnership  reports  using  a
   December  31  year end.  The partnership's net income (loss) for
   financial  reporting  and tax return purposes for the year ended
   March 31, 1997 are reconciled as follows:

<TABLE>
                                                     Total         Series 7
Series 9        Series 10
                                                -------------
-------------   -------------   -------------
<S>                                             <C>              <C>
<C>              <C>
   Net income (loss) for financial reporting
      purposes, March 31, 1997                 $  (13,090,940) $
(1,259,510) $   (3,246,263) $   (1,541,522)

   Operating limited partnership rents
      received in advance                             (68,776)
174         (54,803)         (2,360)

   Partnership management fees not recognized
      for tax purposes                              2,538,800
113,700         589,293         371,400

   Tax exempt interest income                        (105,477)
-               -               -

   Other                                            3,285,917
3,040,622               -         (66,003)

   Operating limited partnership loss not
      allowed for financial reporting under
      equity method of accounting                  (4,808,528)
(1,931,030)     (1,713,703)       (411,077)

   Excess of tax depreciation over book
      depreciation on operating limited
      partnership assets                           (1,539,602)
(42,774)       (265,391)       (141,482)

   Difference due to fiscal year for book
      purposes and calendar year for tax
      purposes                                        675,015
868       1,491,187         (21,904)

   Impairment loss not recognized for tax
      purposes                                      6,953,234
2,873,020       1,031,360               -
                                                -------------
-------------   -------------   -------------

   Income (loss) for tax return purposes,
      December 31, 1996                        $   (6,160,357) $
2,795,070  $   (2,168,320) $   (1,812,948)
                                                =============
=============   =============   =============
</TABLE>

                                F-62
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   For  income  tax  purposes,  the  partnership  reports  using  a
   December  31  year end.  The partnership's net income (loss) for
   financial  reporting  and tax return purposes for the year ended
   March 31, 1997 are reconciled as follows:

<TABLE>
                                                                   Series
11       Series 12       Series 14

-------------   -------------   -------------
<S>                                                              <C>
<C>              <C>
   Net income (loss) for financial reporting
      purposes, March 31, 1997                                 $
244,669  $   (2,368,354) $   (4,919,960)

   Operating limited partnership rents
      received in advance
-          (9,471)         (2,316)

   Partnership management fees not recognized
      for tax purposes
325,680         383,268         755,459

   Tax exempt interest income
-               -        (105,477)

   Other
144,689          11,193         155,416

   Operating limited partnership loss not
      allowed for financial reporting under
      equity method of accounting
(399,572)       (169,086)       (184,060)

   Excess of tax depreciation over book
      depreciation on operating limited
      partnership assets
(128,565)       (295,913)       (665,477)

   Difference due to fiscal year for book
      purposes and calendar year for tax
      purposes
26,617           5,473        (827,226)

   Impairment loss not recognized for tax
      purposes
-               -       3,048,854

-------------   -------------   -------------

   Income (loss) for tax return purposes,
      December 31, 1996                                        $
213,518  $   (2,442,890) $   (2,744,787)

=============   =============   =============
</TABLE>

                                F-63
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   For  income  tax  purposes,  the  partnership  reports  using  a
   December  31  year end.  The partnership's net income (loss) for
   financial  reporting  and tax return purposes for the year ended
   March 31, 1996 are reconciled as follows:

<TABLE>
                                                     Total         Series 7
Series 9        Series 10
                                                -------------
-------------   -------------   -------------
<S>                                             <C>              <C>
<C>              <C>
   Net loss for financial reporting purposes,
      March 31, 1996                           $  (15,778,936) $
(1,000,832) $   (3,380,626) $   (1,829,903)

   Operating limited partnership rents
      received in advance                               4,661
513           4,102          (3,976)

   Partnership management fees not recognized
      for tax purposes                              2,312,283
107,256         540,717         316,814

   Tax exempt interest income                               -
-               -               -

   Other                                              570,416
-        (187,432)          3,814

   Operating limited partnership loss not
      allowed for financial reporting under
      equity method of accounting                    (911,232)
(219,621)       (290,086)       (166,196)

   Excess of tax depreciation over book
      depreciation on operating limited
      partnership assets                           (1,542,117)
(1,944)       (275,324)       (149,140)

   Difference due to fiscal year for book
      purposes and calendar year for tax
      purposes                                       (526,463)
267,998      (1,124,860)         66,095
                                                -------------
-------------   -------------   -------------

   Income (loss) for tax return purposes,
      December 31, 1995                        $  (15,871,388) $
(846,630) $   (4,713,509) $   (1,762,492)
                                                =============
=============   =============   =============
</TABLE>

                                F-64
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   For  income  tax  purposes,  the  partnership  reports  using  a
   December  31  year end.  The partnership's net income (loss) for
   financial  reporting  and tax return purposes for the year ended
   March 31, 1996 are reconciled as follows:

<TABLE>
                                                                   Series
11       Series 12       Series 14

-------------   -------------   -------------
<S>                                                              <C>
<C>              <C>
   Net loss for financial reporting purposes,
      March 31, 1996                                           $
(1,960,877) $   (2,611,578) $   (4,995,120)

   Operating limited partnership rents
      received in advance
(1,745)         (2,053)          7,820

   Partnership management fees not recognized
      for tax purposes
293,577         351,469         707,026

   Tax exempt interest income
-               -               -

   Other
146,439         (44,593)        652,188

   Operating limited partnership loss not
      allowed for financial reporting under
      equity method of accounting
(83,193)        (34,870)       (117,266)

   Excess of tax depreciation over book
      depreciation on operating limited
      partnership assets
(174,075)       (191,560)       (750,074)

   Difference due to fiscal year for book
      purposes and calendar year for tax
      purposes
97,950          40,806         120,972

-------------   -------------   -------------

   Income (loss) for tax return purposes,
      December 31, 1995                                        $
(1,681,924) $   (2,492,379) $   (4,374,454)

=============   =============   =============
</TABLE>

                                F-65
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   The  difference  between  the  investments  in operating limited
   partnerships  for tax purposes and financial statements purposes
   is primarily due to the differences in the losses not recognized
   under  the  equity  method  of  accounting  and the historic tax
   credits  taken  for  income tax purposes. At March 31, 1998, the
   differences are as follows:

<TABLE>
                                                     Total         Series 7
Series 9        Series 10
                                                -------------
-------------   -------------   -------------
<S>                                             <C>              <C>
<C>              <C>
   Investment in operating limited
      partnerships - tax return December 31,
      1997                                     $   54,366,018  $
3,699,459  $    8,224,889  $    6,955,886

   Add back losses not recognized under the
      equity method                                 9,596,954
2,854,029       2,967,867       1,137,095

   Historic tax credits                             5,105,527
1,819,802         240,250               -

   Less share of loss - three months ended
      March 31, 1998                               (5,109,374)
(125,066)     (1,134,799)       (776,692)

   Impairment loss not recognized for tax
      purposes                                     (6,953,234)
(2,873,020)     (1,031,360)              -

   Other                                            3,834,086
(3,889,878)      1,554,860         895,170
                                                -------------
-------------   -------------   -------------

   Investment in operating limited
      partnerships - as reported, March 31,
      1998                                     $   60,839,977  $
1,485,326  $   10,821,707  $    8,211,459
                                                =============
=============   =============   =============
</TABLE>

                                F-66
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   The  difference  between  the  investments  in operating limited
   partnerships  for tax purposes and financial statements purposes
   is primarily due to the differences in the losses not recognized
   under  the  equity  method  of  accounting  and the historic tax
   credits  taken  for  income tax purposes. At March 31, 1998, the
   differences are as follows:

<TABLE>
                                                                   Series
11       Series 12       Series 14

-------------   -------------   -------------
<S>                                                              <C>
<C>              <C>
   Investment in operating limited
      partnerships - tax return December 31,
      1997                                                     $
7,937,986  $    8,896,024  $   18,651,774

   Add back losses not recognized under the
      equity method
1,049,548         654,438         933,977

   Historic tax credits
1,281,688               -       1,763,787

   Less share of loss - three months ended
      March 31, 1998
(721,702)       (613,706)     (1,737,409)

   Impairment loss not recognized for tax
      purposes
-               -      (3,048,854)

   Other
325,422       1,649,085       3,299,427

-------------   -------------   -------------

   Investment in operating limited
      partnerships - as reported, March 31,
      1998                                                     $
9,872,942  $   10,585,841  $   19,862,702

=============   =============   =============
</TABLE>

                                F-67
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   The  difference  between  the  investments  in operating limited
   partnerships  for tax purposes and financial statements purposes
   is primarily due to the differences in the losses not recognized
   under  the  equity  method  of  accounting  and the historic tax
   credits  taken  for  income tax purposes. At March 31, 1997, the
   differences are as follows:

<TABLE>
                                                     Total         Series 7
Series 9        Series 10
                                                -------------
-------------   -------------   -------------
<S>                                             <C>              <C>
<C>              <C>
   Investment in operating limited
      partnerships - tax return December 31,
      1996                                     $   69,234,722  $
4,494,526  $   11,455,941  $    8,620,851

   Add back losses not recognized under the
      equity method                                 6,085,976
2,420,144       2,029,532         633,921

   Historic tax credits                             5,105,527
1,819,802         240,250               -

   Less share of loss - three months ended
      March 31, 1997                               (5,109,374)
(125,066)     (1,134,799)       (776,692)

   Impairment loss not recognized for tax
      purposes                                     (6,953,234)
(2,873,020)     (1,031,360)              -

   Other                                            2,276,072
(3,965,022)        969,046       1,913,443
                                                -------------
-------------   -------------   -------------

   Investment in operating limited
      partnerships - as reported, March 31,
      1997                                     $   70,639,689  $
1,771,364  $   12,528,610  $   10,391,523
                                                =============
=============   =============   =============
</TABLE>

                                F-68
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996


NOTE  D - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO
              TAX RETURN (Continued)

   The  difference  between  the  investments  in operating limited
   partnerships  for tax purposes and financial statements purposes
   is primarily due to the differences in the losses not recognized
   under  the  equity  method  of  accounting  and the historic tax
   credits  taken  for  income tax purposes. At March 31, 1997, the
   differences are as follows:

<TABLE>
                                                                   Series
11       Series 12       Series 14

-------------   -------------   -------------
<S>                                                              <C>
<C>              <C>
   Investment in operating limited
      partnerships - tax return December 31,
      1996                                                     $
9,891,906  $   11,264,295  $   23,507,203

   Add back losses not recognized under the
      equity method
488,932         203,956         309,491

   Historic tax credits
1,281,688               -       1,763,787

   Less share of loss - three months ended
      March 31, 1997
(721,702)       (613,706)     (1,737,409)

   Impairment loss not recognized for tax
      purposes
-               -      (3,048,854)

   Other
145,151       1,091,703       2,121,751

-------------   -------------   -------------

   Investment in operating limited
      partnerships - as reported, March 31,
      1997                                                     $
11,085,975  $   11,946,248  $   22,915,969

=============   =============   =============
</TABLE>

                                F-69
<PAGE>
        Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7,9 through 12, and 14

              NOTES TO FINANCIAL STATEMENTS - CONTINUED

                    March 31, 1998, 1997 and 1996

NOTE E - CASH EQUIVALENTS

   Cash equivalents of $661,174 and $1,680,747 as of March 31, 1998
   and  1997,  respectively,  include  tax-exempt  sweep  accounts,
   certificates of deposit, and money market accounts with interest
   at rates ranging 2.25% to 5.3% per annum.

NOTE F - NOTES RECEIVABLE

   Notes  receivable at March 31, 1998 and 1997, consist of advance
   installments  of  capital  contributions and/or advances made to
   operating  limited  partnerships  of  $604,695   and   $603,920,
   respectively.  The Series 12 notes, $61,111 and $60,336 at March
   31, 1998 and 1997, respectively, are noninterest bearing and due
   on  demand.  The Series 14 notes, $543,584 and $583,584 at March
   31, 1998 and 1997, respectively, are noninterest bearing and due
   on  demand.   The prime rate was 8.5% and 8.5% at March 31, 1998
   and  1997,  respectively.    The  carrying  value  of  the notes
   receivable approximates fair value.

NOTE G - INVESTMENTS HELD TO MATURITY

   Investments held to maturity at March 31, 1998 and 1997, consist
   of    certificates  of  deposit  totaling  $917,497  and   $-0-,
   respectively.    The  certificates  of deposit mature within the
   next  12  months with interest rates ranging from 5.30% to 5.65%
   per annum.

NOTE H - CONTINGENCY

   Woodfield Commons is in receipt of a 60-Day letter issued by the
   IRS stating that the partnership has not met certain IRC Section
   42 requirements.   The finding was the result of an IRS audit of
   the  partnerships  tenant  files.    The  IRS  has  proposed  an
   adjustment  that  would  disallow the partnership from utilizing
   certain  past  or future credits.  The Operating General Partner
   and  its  Counsel  are in the process of filing an appeal to the
   findings of the IRS,  and do not anticipate an outcome that will
   have  a  material   effect  on  the  financial   statements  and
   accordingly,  no adjustment has been made in accompanying finan-
   cial statements.


                                F-70
































<TABLE>

<S>       <C>         <C>     <C>        <C>         <C>      <C>         <C>
<C>        <C>    <C>     <C>

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 7
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                         Subsequent
                          Initial       capitalized     Gross amount at which
                       cost to company    costs**     carried at close of period
                          ---------------  -----------  -----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-           and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description   brances    Land   provements    ments       Land   provemnts      Total
ciation   Date    Date    Life
-------------------------------------------------------------------------------------
--------------------------------------
Bowditch
School     1,630,968    65,961  4,818,466     75,906     65,961   4,894,372
4,960,333   1,232,873  12/89  12/89       34

Briarwood
Apts LP      624,427    44,500    747,246     24,268     44,500     771,514
816,014     263,591  12/89  12/89   5-27.5

Buckner
Prop LP      619,396    27,500    771,030     16,550     27,500     787,580
815,080     284,640   3/89  12/89   5-27.5

Creekside  1,091,361    89,016  1,290,616     (4,390)a   89,016   1,286,226
1,375,242     179,844   9/89   6/89   5-27.5

Deer Hill
II LP      1,479,045   103,000  1,424,556    337,809    103,000   1,762,365
1,865,365     581,072   5/89   2/90   5-27.5

Hillandale 3,152,333   601,653  4,198,973  1,816,091    601,653   6,015,064
6,616,717   1,913,880   1/90  12/89   5-27.5

King City
Elderly    1,658,088   175,000  2,549,870     48,271    175,000   2,598,141
2,773,141     739,823  11/89   6/90     27.5

Lebanon
Prop II LP   573,502     3,000    730,187      9,536      3,000     739,723
742,723     255,429   7/89  12/89   5-27.5
                                                           F-71

                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 7
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description   brances    Land   provements    ments        Land   provemnts
Total      ciation   Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Metropole
Apts
Assoc      2,194,490    82,800  2,621,625     51,040     82,800   2,672,665
2,755,465     772,853  12/89  12/89     27.5

New
Holland
Apts         951,963    80,000  3,269,700 (2,279,307)b   80,000     990,393
1,070,393     836,335   8/90   5/90       35

Oak Grove
Estates
LP           485,264    15,200    597,465     11,344     15,200     608,809
624,009     211,603   9/89  12/89     27.5

Oakview
LTD        1,128,782    35,280  1,375,820     82,393     35,280   1,458,213
1,493,493     363,711  10/89  12/89       40

Rosenberg
Hotel      1,824,673   452,000  7,434,335 (5,259,335)b  415,000   2,175,000
2,590,000      62,143   1/92   2/90     27.5

Westwood   1,413,403    96,600  1,355,174    354,965     96,660   1,710,139
1,806,799     567,359   7/90   7/90   5-27.5
Winfield
Prop II
LP          609,884     37,000    735,086      9,919     37,000     745,005
782,005     266,933   5/89  12/89   5-27.5
         ----------  --------- ----------  ---------  ---------  ----------   --
--------   ---------
         19,437,579  1,908,510 33,920,149 (4,704,940) 1,871,570  29,215,209
31,086,779   8,532,089
         ==========  ========= ==========  =========  =========  ==========
==========   =========
                                                          F-72

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1997.

a - Decrease due to a reallocation of acquisition costs.
b - Decrease due to building impairment in year ended December 31, 1996.

**There were no carrying costs as of December 31, 1997.  The column has been
ommitted for presentation purposes.
</TABLE>




























                                                           F-73



Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership  - Series 7
Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 41,816,362
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  1,735,711
    Other.............................................          0
                                                       ----------
                                                                 $  1,735,711

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 43,552,073

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    147,543
    Other.............................................          0
                                                       ----------
                                                                 $    147,543
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------

Balance at close of period - 03/31/94............................$ 43,699,616
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     58,462
    Other.............................................          0
                                                       ----------
                                                                 $     58,462

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (261,992)
                                                       ----------
                                                                 $   (261,992)
                                                                  -----------
Balance at close of period - 03/31/95............................$ 43,496,086
                                            F-74
Notes to Schedule III-Continued
Boston Capital Tax Credit Fund II Limited Partnership  - Series 7

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95.........................$ 43,496,086

  Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................      26,794
    Other.........................................           0
                                                   -----------
                                                              $     26,794
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $          0
                                                               -----------
Balance at close of period - 03/31/96.........................$ 43,522,880

 Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................           0
    Other.........................................           0
                                                   -----------
                                                              $          0
  Deductions during period:
    Cost of real estate sold......................$          0
    Other......................................... (12,480,477)
                                                   -----------
                                                              $(12,480,477)
                                                               -----------
Balance at close of period - 03/31/97.........................$ 31,042,403

 Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................      44,376
    Other.........................................           0
                                                   -----------
                                                              $     44,376
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $          0
                                                              ------------
Balance at close of period - 03/31/98........................ $ 31,086,779
                                                    ============
                                         F-75
Notes to Schedule III - Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 7

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.......................$ 2,312,199
  Current year expense................................$1,360,178
                                                       ---------

Balance at close of period - 3/31/93............................$ 3,672,377
  Current year expense................................$1,436,830
                                                       ---------

Balance at close of period - 3/31/94............................$ 5,109,207
  Current year expense................................$1,391,094
                                                       ---------

Balance at close of period - 3/31/95............................$ 6,500,301
  Current year expense................................$1,384,980
                                                       ---------

Balance at close of period - 3/31/96............................$ 7,885,281
  Current year expense................................$ (333,705)
                                                       ---------

Balance at close of period - 3/31/97............................$ 7,551,576
Current year expense................................$  980,513
                                                       ---------

Balance at close of period - 3/31/98............................$ 8,532,089
                                                                 ==========














                                        F-76
<TABLE>

S>       <C>         <C>     <C>        <C>         <C>      <C>         <C>
<C>        <C>    <C>     <C>

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
-----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-           and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description   brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date   Life
--------------------------------------------------------------------------------
--------------------------------------------
438 Warren
St.          721,934    45,972  1,177,081     35,005     45,972   1,212,086
1,258,058     358,653   5/90   3/90       28

Beaver
Brook      1,185,213   135,070  1,395,155      3,197    135,070   1,398,352
1,533,422     470,293   5/90   4/90     27.5

Big Lake
Seniors      560,504    27,804    732,961          0     27,804     732,961
760,765      47,019   6/95   4/94   5-27.5

Blakely      947,599    50,000  1,159,403     27,320     50,000   1,186,723
1,236,723     366,399   5/90   5/90   5-27.5

Blanco Sr    519,876    40,147    679,816          0     40,147     679,816
719,963      57,347   9/94  12/93     7-40

Blooming-
dale       1,481,407   100,338  1,771,660      7,676    100,338   1,779,336
1,879,674     552,945   3/90   5/90   5-27.5

Breeze-
wood       1,429,634   114,000  1,784,173      4,415    114,000   1,788,588
1,902,588     539,922   5/90   5/90   7-27.5

Brooklyn   1,108,471     9,000  1,416,895     52,159      9,000   1,469,054
1,478,054     339,062   5/90   5/90   5-27.5
                                                          F-77


                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                             Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description   brances    Land   provements    ments        Land   provemnts
Total       ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Calif.
Inv.V      5,418,004   401,411 10,661,108     165,384    401,411  10,826,492
11,227,903   2,375,835   3/90   3/90       35

Cambridge  1,135,178    99,974  1,381,815       2,550     99,974   1,384,365
1,484,339     434,994   1/90   4/90   7-27.5
Cedar
Rapids     4,401,632   294,600  7,692,319     188,094    294,600   7,880,413
8,175,013   2,297,547   6/90   4/90   7-27.5

Corinth    1,491,978    53,351  1,865,231      62,186     53,351   1,927,417
1,980,768     587,077   2/90   4/90   5-27.5

Cotton Mill
Assoc.     1,482,385    75,000  1,730,384      17,491     75,000   1,747,875
1,822,875     248,660   7/93  10/92   5-27.5

Fawn
River      3,701,144    77,000  4,396,993     489,476     77,000   4,886,469
4,963,469   1,304,769  10/90  10/90     27.5

Fountain
Green        724,343    68,134    880,440       2,995     68,134     883,435
951,569     255,451   5/90   6/90     27.5

Glenwood
Hotel        744,109    25,000  1,128,486      10,400     25,000   1,138,886
1,163,886     341,870   6/90   6/90   7-27.5

Greenwich  1,484,611    85,197  1,862,476      24,090     85,197   1,886,566
1,971,763     572,953   2/90   4/90   5-27.5

Grifton    1,259,126    35,393  1,170,847     367,089     35,393   1,537,936
1,573,329     166,082   2/94   9/93   7-27.5


                                                         F-78
                               Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-  struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation  Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Hacienda
Villa      3,911,182   233,165  7,304,446    154,995    233,165   7,459,441
7,692,606   1,521,157   1/90   4/90       40

Haines
City       1,440,156   100,000  1,709,218     10,512    100,000   1,719,730
1,819,730     551,174   2/90   4/90     27.5

Hernando   1,486,882    70,000  1,975,766      8,818     70,000   1,984,584
2,054,584     607,098   7/90   6/90     27.5

Hobe
Sound      2,801,426   261,000  3,482,634     29,920    261,000   3,512,554
3,773,554   1,070,971   4/90   4/90     27.5

Immokalee  2,194,651   160,000  2,732,134     10,354    160,000   2,742,488
2,902,488     617,119   5/90   5/90   7-27.5

Kristin
Park       1,392,250   117,179  1,694,459     34,906    117,179   1,729,365
1,846,544     376,065   6/90   3/90     27.5

Le Grande
Enterprise 1,741,818    13,090  2,232,493          0     67,500   2,232,493
2,299,993     216,469  10/93  11/92     5-50

Long-
meadow     1,482,082    95,000  1,765,749      8,181     95,000   1,773,930
1,868,930     354,324   8/90   8/90    10-40

Maywood    1,502,617    53,000  1,961,139      5,614     53,000   1,966,753
2,019,753     576,460   7/90   3/90   5-27.5

Meadow
run          640,656    44,400    784,163      6,398     44,400     790,561
834,961     244,095   5/90   5/90     27.5
                                                          F-79
                               Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-   Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Meadow-
crest      2,896,927   286,065  4,982,274     36,756    286,065   5,019,030
5,305,095   1,588,612  10/90   9/90   5-27.5

Newfane
Senior       992,883    30,000  1,211,708      9,050     30,000   1,220,758
1,250,758     278,365   9/92  10/92   5-27.5

New
Holland      951,963    80,000  3,269,700 (2,279,307)b   80,000     990,393
1,070,393     836,335   8/90   5/90   5-27.5

Old
Stage      1,266,317    39,840  1,517,419      6,830     39,840   1,524,249
1,564,089     453,308   9/90   5/90     27.5

Pedcor
Invest.    3,214,268   170,435  6,211,383    (1,817)a   170,435   6,209,566
6,380,001   1,267,816   4/90   3/90     27.5

Pleasanton
Sr           623,730    40,000    813,308          0     40,000     813,308
853,308      107,067   7/93  12/93       40

Polkton
Housing      645,313    25,038    754,785          0     25,038     754,785
779,823     180,538  12/93   1/94   5-27.5

Princess
Manor      1,493,133    57,066  1,869,314      7,059     57,066   1,876,373
1,933,439     578,176   8/90   6/90   5-27.5

Princess
Villas     1,492,136    63,104  1,786,927      8,009     63,104   1,794,936
1,858,040     543,041   8/90   6/90   5-27.5
F-80

                                Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Putney
First      1,422,624   128,800  1,804,424    (10,683)   128,800   1,793,741
1,922,541     231,696   5/93  12/92   5-27.5

Quail Hollow
RRH        1,471,814   100,000  1,861,652      4,796    100,000   1,866,448
1,966,448     595,251   1/90   5/90     27.5

Quail Hollow
Warsaw     1,406,357    33,500  1,747,578      8,435     33,500   1,756,013
1,789,513     341,554   9/90   7/90     7-40

Rainbow
Gardens    1,218,609    70,000  1,450,989        803     70,000   1,451,792
1,521,792     267,792   6/93  12/92   7-27.5

Raitt
St. Apts.    800,404   270,281  1,221,755          0    270,281   1,221,755
1,492,036     194,357   8/93   5/93   5-27.5

School
St. II       804,966    37,622  1,585,434      3,793     37,622   1,589,227
1,626,849     291,773   6/93   6/93   7-27.5

South
Paris
Housing    1,490,168    65,000  1,853,831   (176,840)   242,301   1,676,991
1,919,292     341,433  10/92  11/92   5-27.5

South-
western    1,427,651    30,000  1,766,094     17,303     30,000   1,783,397
1,813,397     553,715   5/90   5/90   7-27.5


                                                                   F-81

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series  9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date   Life
--------------------------------------------------------------------------------
--------------------------------------------
Spring-
field      3,830,348   775,955   4,177,205  5,474,378    775,955   9,651,583
10,427,538   2,278,171   6/91   6/90   5-27.5

Sunshine   1,472,029   127,000   1,729,289     36,923    117,000   1,766,212
1,883,212     499,581  11/90   9/90   5-27.5

Surry
Village II   776,903    60,000     938,244      2,475     50,718     940,719
991,437     302,263   1/90   5/90   5-27.5

Tappa-
hannock
Green      1,507,692   122,500   1,703,483          0    122,500   1,703,483
1,825,983     275,706   5/94   3/94   5-27.5

Twin
Oaks       1,140,589    53,636   1,397,601      (128)     53,636   1,397,473
1,451,109     427,359   5/90   5/90   5-27.5

Village
Oaks         751,472    42,140     884,614      4,022     42,140     888,636
930,776     266,560   2/90   6/90   5-27.5

Warrens-
burg         793,526    32,000     991,475      9,572     32,000   1,001,047
1,033,047     351,813   4/90   4/90   5-27.5

Westside   2,434,577    25,000   4,022,240    (45,749)a   25,000   3,976,491
4,001,491   1,045,829  12/90   6/90   5-27.5


                                                       F-82
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series  9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date   Life
--------------------------------------------------------------------------------
--------------------------------------------
Westwood  1,413,403    96,660    1,690,074     18,495     98,230    1,708,569
1,806,799     567,359   7/90   7/90    27.5

Wilming-
ton       1,052,377    75,637    1,293,362     (5,865)a   75,637    1,287,497
1,363,134     378,269   8/90   8/90    27.5
         ---------- ---------  -----------  ---------  ---------  -----------  -
----------  ----------
         87,183,047 5,821,504  123,065,606  4,857,535  6,035,503  127,923,141
133,958,644  32,495,549
         ========== =========  ===========  =========  =========  ===========
===========  ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1997.
a - Decrease due to a reallocation of acquisition costs.
b - Decrease due to building impairment in year ended December 31, 1996.

**There were no carrying costs as of December 31, 1997.  The column has been
omitted for presentation purposes.







</TABLE>                                                          F-83


Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 9
Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$122,231,856

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  3,447,429
    Improvements, etc.................................    143,343
    Other.............................................          0
                                                       ----------
                                                                 $  3,590,772

  Deductions during period:
    Cost of real estate sold..........................$(7,395,934)
    Other.............................................    (24,083)
                                                       ----------
                                                                 $ (7,420,017)
                                                                  -----------
Balance at close of period - 03/31/93............................$118,402,611

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  3,591,731
    Improvements, etc.................................  9,011,423
    Other.............................................          0
                                                       ----------
                                                                 $ 12,603,154
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$131,005,765
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  2,630,397
    Improvements, etc.................................  1,266,494
    Other.............................................          0
                                                       ----------
                                                                 $  3,896,891

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$134,902,656

                                               F-84

Notes to Schedule III-Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 9
Reconciliation of Land, Building & Improvements current year
changes-Continued

Balance at close of period -
03/31/95.........................$134,902,656

  Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     818,652
    Other.........................................           0
                                                   -----------
                                                              $
818,652
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $
0

-----------
Balance at close of period -
03/31/96.........................$135,721,308

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................           0
    Other.........................................           0
                                                   -----------
                                                              $
0
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................  (2,117,890)
                                                   -----------
                                                              $
(2,117,890)

-----------
Balance at close of period -
03/31/97.........................$133,603,418

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     355,226
    Other.........................................           0
                                                   -----------
                                                              $
355,226
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $
0

-----------
Balance at close of period -
03/31/98.........................$133,958,644

===========
                                            F-85













Notes to Schedule III - Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 9

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92......................$
6,203,920

  Current year expense...............................$4,059,735
                                                      ---------

Balance at close of period -
3/31/93...........................$10,263,655
  Current year expense...............................$4,195,190
                                                      ---------

Balance at close of period -
3/31/94...........................$14,458,845
  Current year expense...............................$4,588,398
                                                      ---------

Balance at close of period -
3/31/95...........................$19,047,243
  Current year expense...............................$4,535,644
                                                      ---------

Balance at close of period -
3/31/96...........................$23,582,887

  Current year expense...............................$4,517,586
                                                      ---------

Balance at close of period -
3/31/97...........................$28,100,473

  Current year expense...............................$4,359,076
                                                      ---------

Balance at close of period -
3/31/98...........................$32,495,549

==========












                                        F-86


<TABLE>

<S>        <C>         <C>      <C>         <C>         <C>      <C>
<C>          <C>        <C>    <C>     <C>
                                 Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                        Schedule III - Real Estate and
Accumulated Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------

Ackerman     594,681    42,000    619,380    245,001     42,000     864,381
906,381      87,070   6/94   9/93   5-27.5

Athens II  1,337,761    75,000  1,642,281     10,324     75,000   1,652,605
1,727,605     447,799   6/90   8/90   5-27.5

Autumn
Lane         734,854    34,094    891,072        382     34,094     891,454
925,548     257,710  11/90   8/89   5-27.5

Baytree      958,217    44,759  1,099,246     93,247     44,759   1,192,493
1,237,252     389,774   7/90  11/88   5-27.5

Benchmark    951,918    60,600  1,137,112     34,022     60,600   1,171,134
1,231,734     382,545   7/90  11/88   5-27.5

Brentwood    955,769    64,999  1,163,002     19,746     64,999   1,182,748
1,247,747     225,933  10/90  11/90   5-27.5

Briarwood  1,484,144   154,900  1,898,553   (415,160)   154,900   1,483,393
1,638,293     446,326   8/90   8/90   7-27.5

Butler
Properties   504,089    37,500    376,730    223,430     37,500     600,160
637,660     103,010   2/91  12/90   5-27.5

Candlewick
Place      1,259,859    70,800  1,500,289     61,171     70,800   1,561,460
1,632,260     239,926  10/92  12/92   5-27.5

                                                           F-87


                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation   Date    Date   Life
--------------------------------------------------------------------------------
-------------------------------------------
Cedarstone   774,097    66,000    955,695      5,794     66,000     961,489
1,027,489     142,176   5/93   5/93     5-40

Centre-
ville Apts.  634,272    63,073    697,069     53,246     16,000     750,315
766,315     289,653   2/90  11/90   5-27.5

Charlton
Court      1,203,241    56,144  1,449,050        802     56,144   1,449,852
1,505,996     300,215   1/93  12/92   7-27.5

Chuck-
atuck      1,448,269   128,725  1,731,557     12,863    128,725   1,744,420
1,873,145     380,226   2/90  11/90    12-40

Clover-
leaf I       856,728    54,740    969,048     20,419     54,740     989,467
1,044,207     305,732   4/90  11/90   5-27.5

Clover-
leaf II      875,981    66,488    981,480     23,283     66,488   1,004,763
1,071,251     309,832   4/90  11/90   5-27.5

Connells-
ville      1,370,451    55,440  1,591,799     11,901     55,440   1,603,700
1,659,140     345,516   3/90  11/90   5-27.5

Dallas     1,681,994   230,059  3,408,933   (195,432)*  230,059   3,213,501
3,443,560     988,741  10/90  12/91   5-27.5

Ellaville    788,440    45,000    977,293      1,270     45,000     978,563
1,023,563     309,944   2/90   7/90   5-27.5

Forsyth    1,459,281    55,000  1,894,917      5,321     55,000   1,900,238
1,955,238     552,594   9/90   7/90   7-27.5

                                                           F-88

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Freedom
Apts.      1,051,305   144,065  1,219,436     21,961    144,065    1,241,397
1,385,462     253,118   9/90  11/90   5-27.5

Great
Falls        875,089    38,292  1,053,154      6,064     38,292   1,059,218
1,097,510    310,023  10/90  11/90   5-27.5

Hartway
Properties   914,599    49,000  1,116,507          0     49,000   1,116,507
1,165,507    273,867   6/90   7/90   5-27.5

Hilltop    1,489,722   105,000  1,916,734      8,766    105,000   1,925,500
2,030,500    584,493   7/90   8/90   7-27.5

Ironton
Estates      625,640    29,500    794,461        914     29,500     795,375
824,875    181,118   1/93   5/93   5-27.5

Lambert
Square     1,001,895    41,200  1,243,568      3,192     41,200   1,246,760
1,287,960    164,921  12/92  11/92     5-40

Lawton
Apts.      1,489,938    54,400  1,848,603     18,842     54,400   1,867,445
1,921,845    700,325   6/90  11/90   5-27.5

Longview     872,593    25,000  1,071,946     45,342     25,000   1,117,288
1,142,288    366,199   8/90  11/88   5-27.5

Maidu      2,160,267    56,500  4,890,261    299,890     56,500   5,190,151
5,246,651  1,307,774  12/91   3/91   7-27.5

                                                           F-89

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total    ciation   Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Meadow-
brook      1,480,487    75,141  1,789,549      1,916     75,141   1,791,465
1,866,606    560,190   3/90   9/90   5-27.5

Mercer
Apts.        909,802    46,249  1,098,860     25,226     46,249   1,124,086
1,170,335    231,345   8/90  11/90   5-27.5

Morgan-
town         770,290    36,000    930,187          7     36,000     930,194
966,194    172,479  12/90   8/90   5-27.5

Newnan     2,002,390    92,706  4,128,942   (241,857)*   92,706   3,887,085
3,979,791  1,196,557  10/90  12/90   5-27.5

Northern
Conn       1,013,314    42,500  1,536,482     10,144     42,500   1,546,626
1,589,126    283,522  12/92   1/93   5-27.5

Parkwood   3,048,644   316,667  4,358,381      7,812    316,667   4,366,193
4,682,860  1,203,537   5/91   3/91   5-27.5

Pedcor
Invest-
ments      3,263,900   200,000  4,714,711    285,289    200,000   5,000,000
5,200,000    906,517  10/90   7/90   5-27.5

Pinetree
Manor        981,648    30,000  1,210,633      1,895     30,000   1,212,528
1,242,528    157,678   1/93  11/92     7-40

Pineview     962,572   125,000  1,178,400      4,541    125,000   1,182,941
1,307,941    346,510  12/90   9/90   7-27.5


                                                           F-90

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
                Encum-          and im-        Improve-          and im-
Depre-   struct   uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation    Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Rosewood
Village      650,109    36,000    806,255      3,813     36,000     810,068
846,068   248,405   7/90   7/90   5-27.5

South
Farm       2,215,559   254,636  3,486,308      7,644    254,636   3,493,952
3,748,588   711,148   7/93   4/93     7-40

Stockton
Estates      516,325    17,500    647,699      1,371     17,500     649,070
666,570   154,333   1/93   2/93   5-27.5

Stratford
Square       752,528    63,000    443,433    452,618     63,000     896,051
959,051   129,156   2/93  10/92     5-40

Summer
Glen       1,486,693   147,225  1,669,056      2,673    147,225   1,671,729
1,818,954   261,205   3/93  11/92     5-40

Washington
Heights      440,862    76,537    974,803     11,261     81,248     986,064
1,067,312    206,111   7/90  11/90   5-27.5

West Des
Moines     2,368,447   437,568  4,154,100    296,779    437,568   4,450,879
4,888,447  1,235,666   7/90   7/90   7-27.5

Wichita
West       1,749,221   110,377  2,920,599     49,509    110,377   2,970,108
3,080,485    835,558   7/90   7/90   7-27.5

                                                    F-91



                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
                Encum-          and im-        Improve-          and im-
Depre-   struct   uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation    Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Woodside
Housing    1,482,940    60,140   1,926,294     12,302     60,140   1,938,596
1,998,736     371,499   11/90  12/90   5-27.5
          ----------  --------- ---------- ----------  --------- -----------  -
---------  ----------
          56,450,825  4,115,524 78,113,868  1,549,544  4,073,162  79,663,412
83,736,574  19,857,976
          ==========  ========= ========== ==========  ========= ===========
==========  ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1997.

* Decrease due to reduction in development fee which reduced the property basis.
**There were no carrying costs as of December 31, 1997.  The column has been
ommitted for
presentation purposes.








</TABLE>


                                                         F-92

Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 10

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 73,561,151

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  2,204,866
    Improvements, etc.................................    314,333
    Other.............................................          0
                                                       ----------
                                                                 $  2,519,199

  Deductions during period:
    Cost of real estate sold..........................$(7,395,934)
    Other.............................................          0
                                                       ----------
                                                                 $(7,395,934)
                                                                  -----------
Balance at close of period - 03/31/93............................$ 68,684,416

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  8,492,161
    Improvements, etc.................................  6,297,007
    Other.............................................          0
                                                       ----------
                                                                 $ 14,789,168
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$ 83,473,584
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    313,600
    Other.............................................          0
                                                       ----------
                                                                 $    313,600

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$ 83,787,184
                                           F-93

Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 10

Reconciliation of Land, Building & Improvements current year
changes - continued

Balance at close of period - 03/31/95.........................$
83,787,184
  Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................           0
    Other.........................................      86,855
                                                   -----------
                                                              $
86,855
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................    (440,637)
                                                   -----------
                                                              $
(440,637)

-----------
Balance at close of period - 03/31/96.........................$
83,433,402
  Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................           0
    Other.........................................           0
                                                   -----------
                                                              $
0
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................     186,916
                                                   -----------
                                                              $
186,916

-----------
Balance at close of period - 03/31/97.........................$
83,620,318

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     116,256
    Other.........................................           0
                                                   -----------
                                                              $
116,256
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------


-----------
Balance at close of period - 03/31/98.........................$
83,736,574

===========


                                         F-94













Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 10

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.......................$
3,259,154

  Current year expense................................$2,487,975
                                                       ---------

Balance at close of period - 3/31/93............................$
5,747,129

  Current year expense................................$2,881,214
                                                       ---------

Balance at close of period - 3/31/94............................$
8,628,343

  Current year expense................................$2,883,271
                                                       ---------

Balance at close of period -
3/31/95............................$11,511,614

  Current year expense................................$2,768,634
                                                       ---------

Balance at close of period -
3/31/96............................$14,280,248

  Current year expense................................$2,797,002
                                                       ---------

Balance at close of period -
3/31/97............................$17,077,250

  Current year expense................................$2,780,726
                                                       ---------

Balance at close of period -
3/31/98............................$19,857,976

==========













                                          F-95


<TABLE>

<S>        <C>         <C>      <C>         <C>         <C>      <C>
<C>          <C>       <C>    <C>     <C>
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Academy
Hill       1,378,688   119,500  1,607,604     15,024    119,500   1,622,628
1,742,128   445,897   2/91   2/91   5-27.5
Aspen
Square     1,836,234   150,413  2,118,648    107,758    150,703   2,226,406
2,377,109   419,760  11/90  11/90    5-27.5

Bridge-
view       1,366,398    50,686  1,586,090      3,480     50,686   1,589,570
1,640,256   534,027  12/89  12/90    5-27.5

Buckeye    1,343,157    93,421  1,584,893     69,821     93,421   1,654,714
1,748,135   346,156   8/90  12/90    5-27.5

Church
Hill         956,659    63,232    663,136    537,056     63,232   1,200,192
1,263,424   219,611   1/91  12/90     7-40

Copper
Creek      1,176,259    77,750  1,410,989     52,436     77,750   1,463,425
1,541,175   278,616   9/90  11/90   5-27.5

Coronado     492,369     9,998  1,499,265      7,561      9,998   1,506,826
1,516,824   420,913   4/91   2/91   5-27.5

Crestwood  4,319,614   360,000 10,649,129     36,963    360,000  10,686,092
11,046,092 2,940,861   7/91   1/91   7-27.5

                                                           F-96


                           Boston Capital Tax Credit Fund II Limited Partnership
- Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
Buildings                         Buildings                 Accum.   Con-
Acq-    Depre-                 Encum-            and im-      Improve-
and im-                   Depre-   struct  uired   ciation  Description
brances    Land   provements    ments       Land    provemnts      Total
ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Dallas
Apts.      1,681,994   230,059  3,408,933   (195,432)*  230,059   3,213,501
3,443,560   988,741  10/90  12/90   7-27.5

Denmark I    771,233    54,000    915,172      6,494     54,000     921,666
975,666   283,328   6/90  11/90     27.5

Denmark II   819,126    36,000  1,003,547        727     36,000   1,004,274
1,040,274   304,408   6/90  11/90   5-27.5

El Dorado
Springs      581,964    22,500    735,245     10,956     17,176     746,201
763,377   245,938   9/90  11/90   5-27.5

Eldon
Estates II   582,238    30,000    690,453     30,506     30,000     720,959
750,959   233,885  11/90  12/90   5-27.5

Eldon
Manor        560,336     7,500    787,399     21,758      7,500     809,157
816,657   261,817  11/90  12/90   5-27.5

Elderly Hsing
of Macon   1,630,712    50,000  1,992,329      9,260     50,000   2,001,589
2,051,589   241,590   4/93   5/93   5-27.5

Eutaw
Elderly    1,626,292    24,000  1,972,439      6,720     24,000   1,979,159
2,003,159   198,511  12/93   5/93     5-50

Farmer-
ville        968,487    57,015  1,195,142      7,045     57,015   1,202,187
1,259,202   205,811   4/91   1/91      N/A

                                                           F-97

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description     brances    Land  provements  ments       Land     provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Forest
Glade      1,484,300   100,000  1,841,104     23,316    100,000   1,864,420
1,964,420   525,586  12/90  12/90   7-27.5

Franklin
School     1,265,208   112,032  2,528,326  1,939,760    112,032   4,468,086
4,580,118 1,024,679  12/91  10/90     27.5

Harbor
View       1,482,191   143,957  1,802,615      5,350    143,957   1,807,965
1,951,922   537,400   7/90  12/90   7-27.5

Hilltop
Apts.      1,424,053   178,736  1,545,237      1,223    178,736   1,546,460
1,725,196   312,452  11/92   1/93     27.5

Holland
Senior       900,050    27,500  1,096,333     22,160     27,500   1,118,493
1,145,993   339,294   6/90  11/90     27.5

Holly
Senior       918,527    36,882  1,139,044     26,408     36,882   1,165,452
1,202,334   346,636  10/90  11/90     27.5

Ivan
Woods      2,198,430   275,000  4,347,328     20,064    275,000   4,367,392
4,642,392 1,281,979   4/91   2/91   5-27.5

Kaplan
Manor        926,987    66,000  1,106,192     46,434     66,000   1,152,626
1,218,626   216,281  12/90  12/90     7-40
                                                           F-98


                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Lakewood     954,715    53,100  1,162,254      6,491     53,100   1,168,745
1,221,845   206,262   5/91   1/91      N/A

Licking
Associates   406,367    14,000    316,889    176,342     14,000     493,231
507,231   111,828   3/92  11/91      N/A

London
Arms       2,654,248    37,500  3,479,332   (22,804)*    37,500   3,456,528
3,494,028   885,855  12/90  12/90   5-27.5

Maidu      2,160,267    56,500  4,890,261    299,890     56,500   5,190,151
5,246,651 1,307,774  12/91   3/91   7-27.5

Manning
Properties   841,061    44,125  1,015,703      7,152     44,125   1,022,855
1,066,980   301,847  11/90  11/90   5-27.5

Metter     1,474,127    44,500  1,770,511      4,472     45,141   1,774,983
1,820,124   342,294   5/93  12/92   5-27.5

Nevada
Manor        648,793    50,000    782,543     10,670     50,000     793,213
843,213   264,951  10/90  11/90   5-27.5

Newnan
Apts.      2,002,390    92,706  4,128,942   (241,857)*   92,706   3,887,085
3,979,791 1,196,557  10/90  12/90   5-27.5

Oatka
Villige      920,064    35,000  1,151,205      6,230     35,000   1,157,435
1,192,435   354,132   6/90  11/90   5-27.5

RPI#18L.P. 1,233,570       100  1,776,840    116,895        100   1,893,735
1,893,835   503,421  12/90  12/90   5-27.5
                                                           F-99

                                Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation  Date    Date    Life
--------------------------------------------------------------------------------
------------------------------------------
Sierra
Springs    1,176,939    52,290  1,448,815     58,057     52,387   1,506,872
1,559,259   279,031  11/90  11/90   5-27.5

South
Fork       1,448,759   100,000  1,782,527     14,161    100,000   1,796,688
1,896,688   344,366   2/91   2/91   5-27.5

Twin
Oaks of
Allendale    782,923    71,305    951,711   (170,609)*   71,305     781,102
852,407    232,360   9/90  12/90   5-27.5

Washington   958,686    55,050  1,150,878     14,587     55,050   1,165,465
1,220,515    207,075   3/91   1/91     7-40

Wildridge  1,548,630   156,576  1,617,243      5,292    156,576   1,622,535
1,779,111    420,110   4/91   1/91   7-27.5
          ---------- --------- ---------- ----------  --------- -----------
----------- ----------
         $51,903,045 3,238,933 76,652,246  3,097,817  3,234,637  79,750,063
82,984,700 20,112,040
          ========== ========= ========== ==========  ========= ===========
=========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1997.

*Decrease due to reduction of development fee which reduced the property basis.
**There were no carrying costs as of December 31, 1997.  The column has been
ommitted for
presentation purposes.

</TABLE>
                                                         F-100
Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 11

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 75,467,308

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................     44,500
    Improvements, etc.................................    862,272
    Other.............................................          0
                                                       ----------
                                                                 $    906,772

  Deductions during period:
    Cost of real estate sold..........................$(1,343,477)
    Other.............................................   (188,348)
                                                       ----------
                                                                 $ (1,531,825)
                                                                  -----------
Balance at close of period - 03/31/93............................$ 74,842,255

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  5,762,741
    Improvements, etc.................................  1,962,905
    Other.............................................          0
                                                       ----------
                                                                 $  7,725,646
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------

Balance at close of period - 03/31/94............................$ 82,567,901
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  1,297,882
    Other.............................................          0
                                                       ----------
                                                                 $  1,297,822

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$ 83,865,783
                                          F-101

Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 11
Reconciliation of Land, Building & Improvements current year changes - continued

Balance at close of period - 03/31/95..........................$ 83,865,783
  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................      81,256
    Other..........................................           0
                                                    -----------
                                                               $     81,256
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................  (1,209,041)
                                                    -----------
                                                               $ (1,209,041)
                                                                -----------
Balance at close of period - 03/31/96..........................$ 82,737,998

  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     125,078
    Other..........................................           0
                                                    -----------
                                                               $    125,078
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $          0
                                                                -----------
Balance at close of period - 03/31/97..........................$ 82,863,076

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     121,624
    Other..........................................           0
                                                    -----------
                                                               $    121,624
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $          0
                                                                -----------
Balance at close of period - 03/31/98..........................$ 82,984,700
                                                                ===========

                                           F-102


Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 11

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.......................$
2,602,158
  Current year expense................................$2,916,577
                                                       ---------

Balance at close of period - 3/31/93............................$
5,518,735
  Current year expense................................$2,946,686
                                                       ---------

Balance at close of period - 3/31/94............................$
8,465,421
  Current year expense................................$4,159,331
                                                       ---------

Balance at close of period -
3/31/95............................$12,624,752
  Current year expense................................$1,693,850
                                                       ---------

Balance at close of period -
3/31/96............................$14,318,602
  Current year expense................................$2,889,737
                                                       ---------

Balance at close of period -
3/31/97............................$17,208,339
 Current year expense.................................$2,903,701
                                                       ---------

Balance at close of period -
3/31/98............................$20,112,040

==========

                                          F-103




<TABLE>

<S>        <C>         <C>      <C>         <C>         <C>      <C>
<C>          <C>        <C>    <C>     <C>

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Autumnwood
Village    1,035,970    40,777    371,734    901,535     40,777   1,273,269
1,314,046    289,309   4/92  10/91   5-27.5

BB&L
Enterprises  522,178    24,000    648,985      1,600     24,000     650,585
674,585    151,218   3/91   5/91     5-40

Bowman
Village      666,199    17,000    848,107      2,520     17,000     850,627
867,627    214,433   10/91   6/91   5-27.5

Brandy-
wood       1,752,028    86,029  3,313,958    (47,086)*   86,029   3,266,872
3,352,901    944,876   9/91  12/91   5-27.5

Briarwick  1,253,406    95,079  1,587,073        595     95,079   1,587,668
1,682,747    305,870   4/91   4/91     5-40

Bucksport  1,387,118    71,500  1,683,768   (136,548)*  271,318   1,547,220
1,818,538    391,655   8/91   6/91   7-27.5

Burkes-
ville        735,262    40,000    897,118        530     40,000     897,648
937,648    144,098   9/91  6/91    5-27.5


                                                          F-104
Boston Capital Tax Credit Fund II Limited Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation   Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
California
Investors
VII        8,934,496   820,000  9,361,922  16,788,173    803,050  26,150,095
26,953,145  3,714,028  12/93  10/92   5-27.5

Cananche
Creek      1,236,724    66,200  1,515,813      39,125     66,200   1,554,938
1,621,138    250,833   6/91   5/91   5-27.5

Carson
Village      653,315    30,000    193,264     610,191     30,000     803,455
833,455    179,940   6/92  10/91   5-27.5

Clarkson
Prop         750,032    36,000    932,918           0     36,000     932,918
968,918    150,603   7/91   6/91   7-27.5

Clymer
House      1,083,630    20,000  1,387,091        2,709    20,000   1,389,800
1,409,800    322,164  10/91   6/91   5-27.5

Corcoran
Investment 1,526,248    75,000  1,976,455           0     75,000   1,976,455
2,051,455    335,978  11/90   2/91     5-50

Cornish
Park       1,456,823    67,390  1,761,946      94,424     68,500   1,856,370
1,924,870   458,776   6/91   6/91   5-27.5

Crescent
City       1,867,066   211,000  2,297,055     (14,590)*  211,000   2,282,465
2,493,465    424,183   3/91   3/91     5-50

Dallas II  1,681,994   230,059  3,194,199      19,302    230,059   3,213,501
3,443,560    988,741  10/90   3/91   7-27.5

                                                      F-105

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Earlimart  1,347,429    90,000  1,711,424        827     90,000   1,712,251
1,802,251   291,962   6/91   6/91     5-50

Evanwood     757,044    36,000    929,102        456     32,400     929,558
961,958   168,163   5/91   6/91   5-27.5

Fort
Smith      1,039,337    87,500  2,089,062          0     87,500   2,089,062
2,176,562   333,713   8/94   9/93   7-27.5

Frank-
lin II     1,488,528    50,000  1,864,100      2,199     50,000   1,866,299
1,916,299   540,603  11/90   4/91   7-27.5

Franklin
House        305,487     1,000    812,706      2,742      1,000     815,448
816,448   214,750   1/88   5/93   5-27.5

Hamilton
Village      570,376    18,943    368,532    344,202     18,943     712,734
731,677   168,226   3/92  10/91   5-27.5

Hunters
Park       1,412,014    92,750  1,650,083     15,434     92,750   1,665,517
1,758,267   249,984   4/91   5/91   5-27.5

Ivan
Woods      2,198,430   275,000  4,347,328     20,064    275,000   4,367,392
4,642,392 1,281,979   4/91   2/91   5-27.5

Jesup        631,506    19,375    427,265    382,416     19,375     809,681
829,056   193,080   7/92  12/91   5-27.5


                                                          F-106


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Lakeridge    917,823    34,832  1,103,517      7,461     34,832   1,110,978
1,145,810   286,105   4/91   3/91     5-50

Laurel
Village      662,922    15,145    256,421    569,407     15,145     825,828
840,973   190,064   5/92  10/91   5-27.5

Los
Caballos     773,138    53,886  1,006,731      1,700     26,943   1,008,431
1,035,374   176,042   8/91   7/91   5-27.5

Marlboro     837,163    26,176  1,032,404     14,417     26,176   1,046,821
1,072,997   310,519   2/91   3/91   5-27.5

Melvilles    894,250    18,500  1,103,074     30,288     18,500   1,133,362
1,151,862   181,911  10/91   7/91   5-27.5

Nanty Glo  1,477,706    35,000  1,869,757     17,675     35,000   1,887,432
1,922,432   438,202   7/91   6/91     7-40

Newnan II  2,001,179    92,706  3,868,800     18,285     92,706   3,887,085
3,979,791 1,196,557  10/90   3/91   7-27.5

Nye
County     1,366,344    60,000  1,694,731      5,023     60,000   1,699,754
1,759,754   485,870   4/91   5/91   5-27.5

Oakleigh     915,249    57,500    553,121    564,755     57,500   1,117,876
1,175,376   170,228   3/92   8/91     7-40

Oakwood      911,682    52,000    782,736    345,697     52,000   1,128,433
1,180,433   174,222   1/92   8/91     7-40

Parkwood   3,048,644   316,667  4,358,381      7,812    316,667   4,366,193
4,682,860 1,203,537   5/91   3/91   5-27.5

                                                         F-107
Boston Capital Tax Credit Fund II Limited Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation   Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Portales
Estates    1,441,485    66,500  1,777,470      5,720     66,500   1,783,190
1,849,690   522,716   7/91   7/91   5-27.5

Prairie
West         472,796    65,000    983,964      3,798     69,633     987,762
1,057,395   281,977   9/95   3/91   5-27.5

Ridgeway
Court        894,407    48,500  1,039,377      21,524    48,500   1,060,901
1,109,401   274,946   1/91   4/91   5-27.5

River
Reach      1,367,782   118,750  1,656,515      6,732    118,750   1,663,247
1,781,997   445,971   5/91   5/91   7-27.5

Rockmoor     438,306    30,000    521,541     17,017     30,000     538,558
568,558    83,415   3/91   5/91   5-27.5

RPI #22      572,558         0  1,177,719     16,447          0   1,194,166
1,194,166   288,026   7/91   6/91   7-27.5

Scott City   599,332    13,000    764,225       (285)    13,000     763,940
776,940   132,060  11/91   6/91   5-27.5

Shawnee
Ridge        668,146    53,650    801,129      8,388     53,650     809,517
863,167   134,820   5/91   5/91   5-27.5

Spring-
field      3,830,348   775,955  9,620,653     30,930    775,955   9,651,583
10,427,538 2,278,171   6/91   7/91   5-27.5

Stonegate
Manor      1,010,946    76,000  1,265,168      6,097     76,000   1,271,265
1,347,265   357,126  12/90   5/91   7-27.5
                                                         F-108

                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Turner
Lane         722,375    31,530    882,974      2,172     31,530     885,146
916,676    233,673   7/91   5/91  7-27.5

Union
Baptist      507,995         0  1,151,557     19,964          0   1,171,521
1,171,521    232,418   4/91   5/91  5-27.5

Villas of
Lakeridge    532,695    47,952    605,356        809     47,952     606,165
654,117    156,504   3/91   3/91  5-27.5

Waynesboro 1,372,681    50,000  1,455,507      1,074     50,000   1,456,581
1,506,581    389,677   1/91   4/91  5-27.5

Windsor II   732,003    51,178    887,455     10,641     51,178     898,096
949,274    267,654  11/90   4/91  7-27.5

Woodcrest    711,744    42,000    883,702      8,102     42,000     891,804
933,804    144,014  11/91   6/91    7-40

Woodside   1,156,864    19,383  1,378,829      1,136     19,383   1,379,965
1,399,348    428,977   3/91   4/91    5-40
          ---------- --------- ---------- ---------- ---------- -----------
----------- ---------
          67,131,203 4,852,412 90,653,822 20,773,607  5,010,480 111,427,429
116,437,909 24,174,567
          ========== ========= ========== ==========  ========= ===========
=========== ==========
Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1997
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1997  The column has been
ommitted for
presentation purposes.
</TABLE>
                                                       F-109
Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 12
Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 79,690,665

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  9,428,122
    Improvements, etc.................................  7,164,766
    Other.............................................          0
                                                       ----------
                                                                 $ 16,592,888
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 96,283,553

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................    901,206
    Improvements, etc................................. 16,586,367
    Other.............................................          0
                                                       ----------
                                                                 $ 17,487,573
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$113,771,126
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  2,226,528
    Other.............................................          0
                                                       ----------
                                                                 $  2,226,528

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$115,997,654

                                          F-110


Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 12

Reconciliation of Land, Building & Improvements current year
changes - continued


Balance at close of period -
03/31/95..........................$115,997,654
  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     231,724
    Other..........................................           0
                                                    -----------
                                                               $
231,724
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/96..........................$116,229,378

  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................      67,052
    Other..........................................           0
                                                    -----------
                                                               $
67,052
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/97..........................$116,296,430

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     141,479
    Other..........................................           0
                                                    -----------
                                                               $
141,479
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/98..........................$116,437,909

===========





                                      F-111






Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 12

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.......................$
2,036,741
  Current year expense................................$3,141,623
                                                       ---------

Balance at close of period - 3/31/93............................$
5,178,364
  Current year expense................................$3,409,630
                                                       ---------

Balance at close of period - 3/31/94............................$
8,587,994
  Current year expense................................$4,171,394
                                                       ---------

Balance at close of period -
3/31/95............................$12,759,388
  Current year expense................................$4,116,629
                                                       ---------

Balance at close of period -
3/31/96............................$16,876,017
  Current year expense................................$3,687,191
                                                       ---------

Balance at close of period -
3/31/97............................$20,563,208
  Current year expense................................$3,611,359
                                                       ---------

Balance at close of period -
3/31/98............................$24,174,567

==========





                                          F-112

<TABLE>


<S>     <C>         <C>          <C>          <C>         <C>        <C>
<C>         <C>        <C>   <C>   <C>

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-   Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date   Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Ada
Vil       1,048,982    125,997     1,201,080            0   125,997   1,201,080
1,327,077    193,739 11/93  1/93    5-30

Amherst   1,602,927     60,000     1,920,734            0    60,000   1,920,734
1,980,734    458,712  1/92  1/92  7-27.5

Beckwood
Manor     1,271,185     35,000     1,569,743       38,578    35,000   1,608,321
1,643,321    374,762 10/92  5/92  5-27.5

Belmont
Vlg         929,502     64,312     1,073,695        6,676    64,312   1,080,372
1,144,684    182,905 12/91  1/92  7-27.5

Bethel
Park      1,491,698    265,800     1,310,374      486,472   117,500   1,796,846
1,914,346    299,461  3/92 12/91    5-40

Blan-
chard       218,258     42,000       727,225     (473,334)   23,726     253,891
277,617     46,914  9/91 10/91    7-40

                                                            F-113




                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Blanchard
Vlg         598,621     42,000       730,704            0    42,000     730,704
772,704    116,535  7/93  1/93     5-30

Brant-
wood      1,144,296     55,500     1,382,381        2,409    55,500   1,384,790
1,440,290    362,946  9/91  7/91   7-27.5

Brecken-
ridge       867,880     21,500     1,181,178        1,909    21,500   1,183,087
1,204,587    207,276   3/92  1/92  7-27.5

Briar-
wood II   1,494,414     90,000     1,785,580     (297,553)   90,000   1,488,027
1,578,027    356,301   4/92  2/92  7-27.5

Bridge Coali-
tion              0          0       695,990       45,082         0     741,072
741,072    151,800  12/91  1/92    27.5

Buchanan    726,197     63,275       833,561       34,172    63,275     867,733
931,008    259,153  10/90  7/91  7-27.5

California
Inv. V    5,418,004    401,411    10,824,261        2,231   401,411  10,826,492
11,227,903  2,375,835  03/90  8/92  7-27.5

California
Inv. VII  8,934,496    820,000     9,361,922   16,788,173   803,050  26,150,095
26,953,145  3,714,028  12/93 10/92  7-27.5

Capital
Hsg       1,539,129    178,000     3,131,389       49,397   178,000   3,180,786
3,358,786    777,820   1/91  8/91  7-27.5
                                                              F-114
                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Capitol
One         695,155     35,000       883,508            0    35,000     883,508
918,508     113,724   8/95  3/95  7-27.5

Carleton
Court     2,712,472     94,360     3,954,231      219,892    94,360   4,174,123
4,268,483    753,602  12/91 12/91    7-34

Carriage
Run       1,329,397     83,980     1,046,960      550,232    83,980   1,597,192
1,681,172    371,070   4/92 10/91  7-27.5

Cedar-
wood      1,419,039     61,698     1,477,659      231,450    61,698   1,709,109
1,770,807    240,422   1/92 10/91  7-27.5
Central
Valley    1,827,871    141,353     2,170,282            0   141,353   2,170,282
2,311,635    326,281  12/91  1/92    5-50

Chapar-
ral         696,420     38,972       863,939        3,510    38,972     867,449
906,421    132,343   7/91  8/91    7-50

College
Green     3,781,020    225,000     6,774,847       38,689   225,000   6,813,536
7,038,536    703,949   8/95  3/95  7-27.5

Colorado
City        542,805     30,000       608,138       16,258    30,000     624,396
654,396     98,292  10/91 10/91    7-40

Cotton
wood        655,114     40,000       775,242        3,710    40,000     778,952
818,952    124,111   7/91 10/91    7-40
                                                              F-115

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Crystal
Sprgs     1,305,442     60,000     1,574,032        6,642    60,000   1,580,674
1,640,674    305,820  1/92  1/92   7-27.5

Davis
Vlg       1,176,194     55,000     1,456,778            0    55,000   1,456,778
1,511,778    246,376  9/93  1/93     5-30

Derby
Hsg       1,851,036    165,000     3,451,914      (28,429)  165,000   3,423,485
3,588,485    844,530  9/91  6/91   7-27.5

Deven-
wood        874,134     76,000     1,215,772        3,057    76,000   1,218,829
1,294,829    245,210  1/93  7/92     N/A

Duncan
Vlg       1,148,821     83,875     1,391,226            0    83,875   1,391,226
1,475,101    223,800 11/93  1/93     5-30

Edison
Village   1,200,486     46,536     1,425,180       50,796    46,536   1,475,976
1,522,512    352,666  2/92  7/91   7-27.5


Excel-
sior        624,169     70,000       704,252        10,279    70,000   714,531
784,531    221,780  4/91  2/92   7-27.5

Four Oaks
Hsg         894,429     48,000     1,063,004         3,228    73,083 1,066,232
1,139,315    236,685  6/92  3/92   7-27.5

                                                              F-116

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Franklin
Vista       930,247     49,520     1,130,261            0    49,520   1,130,261
1,179,781    175,857  4/92  1/92   7-27.5

Friend-
ship      1,440,395    195,314     1,639,123      127,149   213,230   1,766,272
1,979,502    592,644  6/91  1/92   7-27.5

Glenhaven
Park        688,873    195,000       834,120            0   195,000     834,120
1,029,120    185,932  6/89  1/94   7-27.5

Harrison
City      1,482,136     35,521     1,799,025        6,144    35,521   1,799,025
1,834,546    407,736  9/92  7/92   7-27.5

Haven Park
Part-
ners II     494,773    225,000     1,045,411            0   225,000   1,045,411
1,270,411    323,168  6/89  1/94   7-27.5

Haven Park
Partners
III         497,333    225,000     1,177,089            0   225,000   1,177,089
1,402,089    228,179 12/89  1/94   7-27.5

Haven Park
Part-
ners IV     399,865    180,000       874,413            0   180,000     874,413
1,054,413    161,141  6/90  1/94   7-27.5

Hessmer     911,466     35,000      1,158,895      778,606   35,000   1,158,895
1,193,895    173,096  4/92 12/91     7-40
                                                              F-117

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Hillmont
Village     886,023     38,000       911,697      160,272    38,000   1,071,969
1,109,969    259,323  1/92  9/91   7-27.5

Hughes
Springs     788,584     35,000       947,230            0    35,000     947,230
982,230    149,934  8/91 10/91     7-40

Hunters
Run       1,448,179    120,000     1,169,479      537,695   120,000   1,707,174
1,827,174    412,178  2/92 12/91   7-27.5

Indepen-
dence     1,086,435    103,901     1,237,331       12,402   103,901   1,249,733
1,353,634    328,930  6/91  8/91   7-27.5

Jarratt     833,930     55,926     1,028,925      (67,608)   55,926     961,317
1,017,243    234,439 12/91 10/91   7-27.5

Kilmar-
nock        765,470     44,000       969,309            0    44,000     969,309
1,013,309    265,273  4/91  7/91   7-27.5

King
Fisher      170,418     21,000       198,768            0    21,000     198,768
219,768     34,300 12/93  1/93     5-30

La Gama
Del
Bario       670,201    110,000     1,020,084       46,465   110,000   1,066,549
1,176,549    204,541  8/92  6/92   7-27.5

                                                              F-118

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Lake Isa-
bella     1,995,709    360,000     2,036,815      229,471   360,000   2,266,286
2,626,286    341,621  1/92   9/91     5-50

Lakeview
Meadows   1,573,891     99,580     2,665,491       15,063    99,580   2,680,554
2,780,134    684,271  6/92   1/92    12-40

Lakewood
Terr      3,873,540    124,707     2,257,609    4,422,726   124,707   6,680,335
6,805,042   1,431,108 8/89  11/93   5-27.5

Lexington
Park      4,847,218    500,000     7,754,757       59,955   500,000   7,814,712
8,314,712   1,107,137 12/93 11/91   7-27.5

Lexington
Vlg         211,259     23,814       246,703            0    23,814     246,703
270,517     44,462 11/93   1/93     5-30

Lonacon-
ing       1,487,952    113,305       181,203    1,558,889   113,305   1,740,092
1,853,397    265,186  9/92  12/91   5-27.5

Louis
Assocs.     826,809     13,720     1,038,651        4,099    13,720   1,042,750
1,056,470    219,456  1/92   3/92   7-27.5

Maidu     2,160,267     56,500     5,108,838       81,313    56,500   5,190,151
5,246,651  1,307,774 12/91   1/92   7-27.5

Marion
Mnr       1,007,304     50,000     1,237,671       12,940    50,000   1,250,611
1,300,611    174,841  6/92   2/92   7-27.5

                                                               F-119
                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Maysville
Vlg         219,376     25,920       255,681            0     25,920     255,681
281,601     46,397 10/93  1/93     5-30

McComb
Fam       1,005,726     30,000     1,226,748       19,051     30,000   1,245,799
1,275,799    268,863 10/91 10/91    7-27.5

Mon-
tague     1,141,805          0     1,493,360       97,666     22,223   1,591,026
1,613,249    341,873 12/91 12/91      5-30

Navapai     883,977     53,480     1,073,287       25,572     53,480   1,098,859
1,152,339    192,760  4/91  6/91      7-50

Nevada
City      3,550,848    492,000     3,954,179      130,975    492,000   4,085,154
4,577,154    581,346 10/91  1/91    5-27.5

New
River     1,486,762     46,400     1,279,522      519,597     46,400   1,799,119
1,845,519    286,528  2/92  8/91    7-27.5

Newel-
lton        947,371     57,600     1,161,263        7,800     57,600   1,169,063
1,226,663    174,830  4/92  2/92      7-40

Oakland
Vlg         851,583     38,400     1,021,589        2,502     58,014   1,024,091
1,082,105    217,882  8/92  5/92    7-27.5

                                                                  F-120



                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Okemah
Vlg         696,231     27,752       872,256            0     27,752     872,256
900,008    150,972  5/93  1/93    7-27.5

One
North-
ridge     1,700,400    190,000     3,051,424       59,364    190,000   3,110,788
3,300,788    586,246  2/92  1/92    7-27.5

Park-
wood      3,048,644    316,667     4,358,381        7,812    316,667   4,366,193
4,682,860  1,203,537  5/91 10/91    7-27.5

Pine-
ridge       991,848     31,500       494,515      715,923     31,500   1,210,438
1,241,938    159,720  3/92 10/91    7-27.5

Pittsfield
Park      1,047,764    204,900       781,557      548,732     58,000   1,330,289
1,388,289    247,997  6/92 12/91      5-30

Planta-
tion IV   1,422,194     77,000     1,697,631       22,624     77,000   1,720,255
1,797,255    431,753  11/91 12/91   7-27.5

Portville
Square      924,798     66,206     1,068,007       64,495     66,206   1,132,502
1,198,708    184,522   3/92  3/92   7-27.5

Prague
Vlg         120,244     10,500       157,060            0     10,500     157,060
167,560     30,510   3/93  1/93   7-27.5
                                                              F-121
                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Rainer
Manor     2,690,165    521,000     5,852,852       14,190    521,000   5,867,042
6,388,042    836,922  1/93  3/92   7-27.5

Rosen-
berg      1,824,673    452,000    10,701,246   (8,526,246)   415,000   2,175,000
2,590,000     62,143  1/92 12/91   7-27.5

Rosewood
Manor     1,440,474    175,000     1,605,480        7,408    175,000   1,612,888
1,787,888    400,032 11/91 12/91   7-27.5

San
Jacinto   2,374,792    288,000     2,694,130      105,463    288,000   2,799,593
3,087,593    460,604 10/91  1/92     5-50

Schroon
Lake      1,089,005     78,000     1,318,831      (11,386)    78,000   1,307,445
1,385,445    293,479  1/92 11/91     5-50
Scott
Part-
ners        568,088     60,000     1,171,445       31,816     60,000   1,203,261
1,263,261    301,983 11/91 10/91   7-27.5

Sioux
Falls     1,086,827     82,406     2,233,596      (12,432)    82,406   2,221,164
2,303,570    559,301 10/91 11/91   7-27.5

                                                                F-122




                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                     Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Smith-
ville     1,246,529     79,790     1,465,210       25,305     79,790   1,490,515
1,570,305    463,697   5/91  2/92  7-27.5

South
Fulton      665,122     34,000       794,896        1,930     34,000     796,826
830,826    179,448   8/91 10/91  7-27.5

Standard-
ville       586,746     29,500       691,006            0     29,500     691,006
720,506    131,528  11/91  4/92    5-40

St.
Barnabas  1,211,580     43,335     1,520,445        2,648     43,335   1,523,093
1,566,428    209,937  12/91 10/91  7-27.5

Summerlane  861,833     48,700     1,010,651        3,038     48,700   1,013,689
1,062,389    253,087  11/91  7/91  7-27.5

Tionesta
Manor     1,431,388    229,850     1,666,675       17,639    229,850   1,684,314
1,914,164    432,307   1/92  2/92  7-27.5

Titus-
ville     1,242,340     85,280     1,235,975      239,616     85,280   1,475,591
1,560,871    355,721   1/92 12/91  7-27.5

Toano III   710,789     56,266       874,381        1,828     56,266     876,209
932,475    240,851   7/91  7/91  7-27.5

Topsham   1,129,745    135,552     1,458,644        1,522    135,552   1,460,166
1,595,718    222,800   8/92 11/91   10-40

                                                               F-123


                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                    Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Townview  1,381,297     87,238     1,713,135       16,525     87,238   1,729,660
1,816,898   308,526   10/91  9/91  5-27.5

Tyrone
Hsg       1,487,044    138,700     1,850,252       29,130     49,050   1,879,382
1,928,432   307,003    1/92 12/91    5-40

Vic-
toria     1,402,517     12,500     1,733,581            0     12,500   1,733,581
1,746,081   392,403    6/92  1/92  5-27.5

Village
Terrace     721,253     63,000     1,529,691          800     63,000   1,530,491
1,593,491   383,779    9/91  5/92    5-40

Washing-
ton       1,189,091     72,396     1,494,696        2,410     72,396   1,497,106
1,569,502   378,563    8/91  7/91    7-27

Wesley
Vlg       1,316,210     44,750       347,831    1,253,193     44,750   1,601,024
1,645,774   259,281    6/92 10/91  5-27.5

Wild-
wood      1,265,615     94,949     1,498,290        8,152     94,949   1,506,442
1,601,391   284,856   10/91 10/91    5-40

Woodfield
Commons   1,186,524     66,533     2,478,583      129,178     66,533   2,607,761
2,674,294   455,190    6/91  9/91   12-40

Wood-
side      1,214,509     44,000     1,472,335        9,013     44,000   1,481,348
1,525,348   372,667   10/91 11/91  7-27.5
                                                                F-124

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total   ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Wynnewood
Vlg         410,877     41,987       521,591           0      41,987     521,591
563,578     92,214  11/93  1/93    5-27.5

York-
shire       925,121     29,265     1,079,451      89,221      29,265   1,168,672
1,197,937    301,056   9/91  8/91    5-27.5

Zin-
master    1,855,115    100,000     3,307,709      13,873     100,000   3,321,582
3,421,582  1,238,216   1/88  1/95    7-27.5

        ----------- ----------   -----------  ----------  ---------- -----------
----------- ----------                               136,052,710 11,491,699
186,719,997  21,455,055  11,119,461 208,175,052 219,294,513 40,414,705
        =========== ==========   ===========  ==========  ========== ===========
=========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
on this schedule
is as of December 31, 1997.

* - Reduction due to reduced development fee, which reduced the property basis.

***There were no carrying costs as of December 31, 1997.  The column has been
omitted for presentation purposes.

</TABLE>



                                                              F-125


Notes to Schedule III

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 81,648,074

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................ 80,920,213
    Improvements, etc.................................  5,161,569
    Other.............................................          0
                                                       ----------
                                                                 $ 86,081,782
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$167,729,856

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  2,382,316
    Improvements, etc................................. 38,261,558
    Other.............................................          0
                                                       ----------
                                                                 $ 40,643,874
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$208,373,730
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  4,756,033
    Improvements, etc.................................  4,399,236
    Other.............................................          0
                                                       ----------
                                                                 $  9,155,269
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$217,528,999

                                        F-126

Notes to Schedule III-Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 14

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95..........................$217,528,999

  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................  11,627,996
    Other..........................................           0
                                                    -----------
                                                               $ 11,627,996
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................    (299,900)
                                                    -----------
                                                               $   (299,900)
                                                                -----------
Balance at close of period - 03/31/96..........................$228,857,095

  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................           0
    Other..........................................           0
                                                    -----------
                                                               $          0
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................  (9,932,304)
                                                    -----------
                                                               $ (9,932,304)
                                                                -----------
Balance at close of period - 03/31/97..........................$218,924,791

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     369,722
    Other..........................................           0
                                                    -----------
                                                               $    369,722
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $          0
                                                                -----------
Balance at close of period - 03/31/98..........................$219,294,513
                                                                ===========
                              F-127







Notes to Schedule III - Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 14

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period -
04/01/92.........................$   659,075

  Current year
expense..................................$5,383,385

---------

Balance at close of period -
3/31/93..............................$ 6,042,460

  Current year
expense..................................$6,562,213

---------

Balance at close of period -
3/31/94..............................$12,604,673

  Current year
expense..................................$7,623,477

---------

Balance at close of period -
3/31/95..............................$20,228,150

  Current year
expense..................................$8,161,751

---------

Balance at close of period -
3/31/96..............................$28,389,901

  Current year
expense..................................$5,335,897

---------

Balance at close of period -
3/31/97..............................$33,725,798

  Current year
expense..................................$6,668,907

---------

Balance at close of period -
3/31/98..............................$40,414,705

==========






                                         F-128